Terms of Service
Last Updated: January 1, 2020.
- “TruDiagnostic” means TruDiagnostic, LLC, whose principal place of business is at 881 Corporate Dr. Lexington, KY, 40305.
- “TruDiagnostic Research ” means scientific research that TruDiagnostic performs with the intent to publish in a peer-reviewed scientific journal. TruDiagnostic Research only uses epigenetic and Self-Reported Information from users who have given informed consent according to the applicable Consent Document. TruDiagnostic Research activities do not include R&D.
- “Product Development” means research performed for the purpose of new product development and new product development activities performed by TruDiagnostic on De-identified Information. These activities may include, among other things, improving our Services and/or offering new products or services to you; performing quality control activities; conducting data analysis that may lead to and/or include commercialization with a third party.
- “Service” or “Services” means TruDiagnostic products, software, services, and website (including but not limited to text, graphics, images, and other material and information) as accessed from time to time by the user, regardless if the use is in connection with an account or not.
“Personal Information” is information that can be used to identify you, either alone or in combination with other information. TruDiagnostic collects and stores the following types of Personal Information:
- “Registration Information” is the information you provide about yourself when registering for and/or purchasing our Services (e.g. name, email, address, user ID and password, and payment information).
- “Epigenetic Information” is information regarding your methylation biomarkers in your DNA, generated through processing of your blood by TruDiagnostic or by its contractors, successors, and assignees; or otherwise processed by and/or contributed to TruDiagnostic.
- “Self-Reported Information” information you provide to us, either through the Services or through a third party, including your disease conditions, other health-related information, personal traits, ethnicity, family history, and other information that you enter into surveys, forms, or features while signed in to your TruDiagnostic account or that you authorize a third party to provide to TruDiagnostic.
- “De-identified Information” information that has been stripped of your Registration Information (e.g., your name and contact information) and other identifying data such that you cannot reasonably be identified as an individual, also known as pseudonymized information.
- “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 the Services and transmitted, whether publicly or privately, to or through TruDiagnostic.
- “Web Behavior Information” is information on how you use the TruDiagnostic website (e.g. browser type, domains, page views) collected through log files, cookies, and web beacon technology.
- “Aggregated Genetic and Self-Reported Information” is Genetic and Self-Reported Information that has been combined with that of other users and analyzed or evaluated as a whole, such that no specific individual may be reasonably identified.
- Acceptance of Terms
Your use of the Services (excluding any services provided by TruDiagnostic under a separate agreement) is subject to the terms of the legal agreement between you and TruDiagnostic set forth in these Terms of Service (“TOS“). Except as specified herein, these TOS apply to any use of the Services, including but not limited to a) submitting a blood sample for DNA extraction and processing, b) uploading a digital version of your Epigenetic Information and interacting with it on the TruDiagnostic website, and/or c) creating and using a free TruDiagnostic account without providing your blood sample or Epigenetic Information. In order to use the Services, you must first agree to the TOS. You may not use the Services if you do not accept the TOS. You can accept the TOS by (1) clicking to accept or agree to the TOS, where this option is made available to you by TruDiagnostic for any Service; or by (2) actually using the Services. In this case, you acknowledge and agree that TruDiagnostic will treat your use of the Services as acceptance of the TOS from that point onwards. In addition, when using particular Services, you shall be subject to any guidelines or rules applicable to such Services that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. TruDiagnostic also may offer other services from time to time that are governed by different terms of service.
- Whether you submit your own blood sample, a blood sample for anyone for whom you have legal authority to agree, or otherwise provide your own genetic information, you may not use the Services and may not accept the TOS if (1) you are not of legal age to form a binding contract with TruDiagnostic, or (2) you are a person barred from receiving the Services under the laws of the jurisdiction in which you are resident or from which you use the Services.
- In addition to the conditions above, if you contribute or otherwise provide your own Genetic Information, you must be eighteen (18) years of age or older to agree to these TOS on behalf of yourself or those for whom you have legal authority to agree.
- If your use of the Services includes creating a TruDiagnostic account, without submitting a blood sample or otherwise providing Epigenetic Information, you must be thirteen (13) years of age or older to use the Services and accept the TOS.
- Description of the Services
The Services include access to the TruDiagnostic public website and personal epigenetic services, including the collection and analysis of your blood sample. Unless explicitly stated otherwise, each new feature that augments or enhances the current Service shall be subject to the TOS. You acknowledge and agree that the Services are provided “AS-IS” and are based on the current state of the art of genetic research and technology in use by TruDiagnostic at the time of the purchase, viewing or other use. As research progresses and scientific knowledge and technology evolve, TruDiagnostic is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which TruDiagnostic provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that TruDiagnostic may stop (permanently or temporarily) providing some Services (or any features within the Services) to you or to users generally at TruDiagnostic’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform TruDiagnostic when you stop using the Services. TruDiagnostic assumes no responsibility for the use of Services outside the terms of this TOS or other applicable terms.
In order to use the Services, you must obtain Internet access, either directly or through devices that access web-based content, and pay any service fees associated with such access. You are solely responsible for paying such fees. In addition, you must provide all equipment necessary to make such Internet connection, including a computer and modem or other access device. You are solely responsible for providing such equipment. You acknowledge and agree that while TruDiagnostic may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by TruDiagnostic at any time, at TruDiagnostic’s discretion.
- Risks and Considerations Regarding TruDiagnostic Services
Once you obtain your Epigenetic Information, the knowledge is irrevocable. You should not assume that any information we may be able to provide to you, whether now or as epigenetic research advances, will be welcome or positive. You should also understand that as research advances, in order for you to assess the meaning of your DNA in the context of such advances, you may need to obtain further services from TruDiagnostc, your physician, a genetic counselor, or other health care provider.
We encourage you to talk to a licensed healthcare provider prior to collecting your sample for testing to learn more so you can make an informed decision about whether testing is right for you. A licensed healthcare provider can also help you understand your results and options.
Some people feel a little anxious about getting health results. This is normal. If you feel very anxious, you should speak to your physician or a counselor prior to collecting your sample for testing.
You may learn information about yourself that you do not anticipate. This information may evoke strong emotions and has the potential to alter your life and worldview. You may discover things about yourself that trouble you and that you may not have the ability to control or change These outcomes could have social, legal, or economic implications.
The laboratory may not be able to process your sample, and the laboratory process may result in errors. The laboratory may not be able to process your sample up to 5% of the time if your blood does not contain a sufficient volume of DNA, you do not provide enough blood, or the results from processing do not meet our standards for accuracy. If the initial processing fails for any of these reasons, TruDiagnostic will reprocess the same sample at no charge to the user. If the second attempt to process the same sample fails, TruDiagnostic will offer to send another sample collection kit to the user to collect a second sample at no charge. If the user sends another sample and TruDiagnostic’s attempts to process the second sample are unsuccessful, TruDiagnostic will not send additional sample collection kits and the user will be entitled solely and exclusively to a complete refund of the amount paid to TruDiagnostic, less shipping and handling, provided the user shall not resubmit another sample through a future purchase of the Service. If the user breaches this policy agreement and resubmits another sample through a future purchase of the Service and processing is not successful, TruDiagnostic will not offer to reprocess the sample or provide the user a refund. Even for processing that meets our high standards, a small, unknown fraction of the data generated during the laboratory process may be un-interpretable or incorrect (referred to as “Errors”). As this possibility is known in advance, users are not entitled to refunds where these Errors occur.
You should not change your health behaviors solely on the basis Epigenetic Information from TruDiagnostic. Make sure to discuss your Epigenetic Information with a physician or other healthcare provider before you act upon the Epigenetic Information resulting from TruDiagnostic Services. If you have concerns or questions about what you learn through TruDiagnostic, you should contact your physician or other healthcare provider.
Epigenetic research is not comprehensive. While we measure many hundreds of thousands of data points from your DNA, only a small percentage of them are known to be related to human traits or health conditions. The research community is rapidly learning more about epigenetics, and an important mission of TruDiagnostic is to conduct and contribute to this research. In addition, many ethnic groups are not included in epigenetic studies. Because interpretations provided in our Service rely on these published studies, some interpretations may not apply to you. Future scientific research may change the interpretation of your DNA. In the future, the scientific community may show previous research to be incomplete or inaccurate.
Epigenetic Information you share with others could be used against your interests. You should be careful about sharing your Epigenetic Information with others. Currently, very few businesses or insurance companies request epigenetic information, but this could change in the future. While the Genetic Information Nondiscrimination Act (“GINA”) was signed into law in the United States in 2008, its protection against discrimination by employers and health insurance companies for employment and coverage issues, respectively, has not been clearly established. In addition, GINA does not cover life, long-term care, or disability insurance providers. Some, but not all, states and other jurisdiction have laws that further protect individuals with regard to their Genetic Information. You should consult a lawyer to understand the extent of legal protection of your Epigenetic Information before you share it with anybody.
Furthermore, Epigenetic Information that you choose to share with your physician or other healthcare provider may become part of your medical record and through that route be accessible to other healthcare providers and/or insurance companies in the future. Epigenetic Information that you share with family, friends or employers may be used against your interests. Even if you share Epigenetic Information that has no or limited meaning today, that information could have greater meaning in the future as new discoveries are made. If you are asked by an insurance company whether you have learned Epigenetic Information about health conditions and you do not disclose this to them, this may be considered to be fraud.
TruDiagnostic Services are for research, informational, and educational use only. We do not provide medical advice. The Epigenetic Information provided by TruDiagnostic is for research, informational, and educational use only. This means two things. First, many of the epigenetic discoveries that we report have not been clinically validated, and the technology we use, which is the same technology used by the research community, to date has not been widely used for clinical testing. Second, in order to expand and accelerate the understanding and practical application of epigenetic knowledge in health care, we invite all users to participate in TruDiagnostic Research. Participation in such research is voluntary and based upon an IRB-approved consent document. As a result of the current state of epigenetic knowledge and understanding, our Services are for research, informational, and educational purposes only. The Services are not intended to be used by the customer for any diagnostic purpose and are not a substitute for professional medical advice. You should always seek the advice of your physician 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.
TruDiagnostic does not endorse, warranty or guarantee the effectiveness of any specific course of action, resources, tests, physician or other health care providers, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on our website. If we provide to you on our website any recommendations that identify for you, based on your epigenetic Information and Self-Reported Information and scientific literature or research, potentially actionable information, this information is intended for informational purposes only and for discussion with your physician or other healthcare provider. As explained on our website, TruDiagnostic believes that (a) epigenetics is only part of the picture of any individual’s state of being, (b) the state of the understanding of Epigenetic Information is rapidly evolving and at any given time we only comprehend part of the picture of the role of epigenetics, and (c) only a physician or other health care provider can assess your current state of health or disease, taking into account many factors, including in some cases your epigenetics as well as your current symptoms, if any. Reliance on any information provided by TruDiagnostic, TruDiagnostic employees, others appearing on our website at the invitation of TruDiagnostic, or other visitors to our website is solely at your own risk.
We are not universally licensed by all state, federal, or international authorities for genetic testing conducted for health and disease-related purposes. In addition, there are certain jurisdictions in which we do not offer our Services because we do not have the required licenses.
- User Representations
By accessing TruDiagnostic Services, you agree to, acknowledge, and represent as follows:
- You understand that information you learn from TruDiagnostic is not designed 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 the TruDiagnostic Services are intended for research, informational, and educational purposes only, and that while TruDiagnostic 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 TruDiagnostic urges you to seek the advice of your physician or other healthcare provider if you have questions or concerns arising from your Epigenetic Information.
- You give permission to TruDiagnostic, its contractors, successors and assignees to perform genotyping services on the DNA extracted from your blood sample and you specifically request TruDiagnostic to disclose the results of analyses performed on your DNA to you and to others you specifically authorize.
- You represent that you are eighteen (18) years of age or older if you are providing a blood sample or accessing your Epigenetic Information.
- You are guaranteeing that any sample you provide is your blood; if you are agreeing to these TOS on behalf of a person for whom you have legal authorization, you are confirming that the sample provided will be the sample of that person.
- If you are a customer outside the U.S. providing a blood sample, you confirm that this act is not subject to any export ban or restriction in the country in which you reside.
- You agree that any blood sample you provide and all resulting data may be transferred and/or processed outside the country in which you reside.
- You are warranting that you are not an insurance company or an employer attempting to obtain information about an insured person or an employee.
- You are aware that some of the information you receive may provoke strong emotion.
- You take responsibility for all possible consequences resulting from your sharing with others access to your Epigenetic Information and/or your Self-Reported Information.
- You understand that all your Personal Information will be stored in TruDiagnostic databases and will be processed in accordance with the TruDiagnostic Privacy Statement.
- Waiver of Property Rights: You understand that by providing any sample, having your Epigenetic Information processed, accessing your Epigenetic Information, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developed by TruDiagnostic or its collaborators. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Genetic Information or Self-Reported Information.
You agree that you have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations. In case of breach of any one of these representations, TruDiagnostic has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will defend and indemnify TruDiagnostic and its affiliates against any liability, costs, or damages arising out of the breach of the representation.
- Account Creation, Customer Account, Password, and Security Obligations
In consideration of your use of the Services, you agree to: (a) provide true, accurate, current, and complete Registration Information about yourself as prompted by the Service; and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If you provide any Registration Information that is untrue, inaccurate, not current, or incomplete, or if TruDiagnostic has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, TruDiagnostic has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). The Services are for use only in the country to which your sample collection kit was shipped from TruDiagnostic.
After you have purchased a Service, you will create a username and password. You are responsible for maintaining the confidentiality of your username and password, and are fully responsible for all activities that occur under your TruDiagnostic account. If you allow third parties to access TruDiagnostic website through your username and password, you will defend and indemnify TruDiagnostic and its affiliates against any liability, costs, or damages, including attorney fees, arising out of claims or suits by such third parties based upon or relating to such access and use. You agree to (a) immediately notify TruDiagnostic of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you sign out from your account at the end of each session. TruDiagnostic cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
8.TruDiagnostic Privacy Statement and Disclosure of Information
In order to use the Services, you must first acknowledge and agree to the Privacy Statement. You may not use the Services if you do not accept the Privacy Statement. You can acknowledge and agree to the Privacy Statement by (1) clicking to accept or agree to the Privacy Statement, where this option is made available to you by TruDiagnostic for any Service; or by (2) actually using the Services.
You acknowledge and agree that TruDiagnostic has the right to monitor any use of its systems by its personnel at any time and maintain copies documenting such monitoring. Our Privacy Statement sets forth the only expectations of privacy any individual should have in terms of usage of the TruDiagnostic Services, website, or other systems. If you have given consent for your Epigenetic Information and Self-Reported Information to be used in TruDiagnostic Research as described in the applicable Consent Document, we may disclose your information to third parties as described in the applicable Consent Document. TruDiagnostic Research may be sponsored by, conducted on behalf of, or in collaboration with third parties, such as non-profit foundations, academic institutions or pharmaceutical companies. TruDiagnostic Research may study a specific group or population, identify potential areas or targets for therapeutics development, conduct or support the development of drugs, diagnostics or devices to diagnose, predict or treat medical or other health conditions, work with public, private and/or non-profit entities on genetic research initiatives, or otherwise create, commercialize, and apply this new knowledge to improve health care. TruDiagnostic will never release your individual-level Epig enetic Information and/or Self-Reported Information to any third party without asking for and receiving your explicit consent to do so, unless required by law.
Further, you acknowledge and agree that TruDiagnostic is free to preserve and disclose any and all Personal Information to law enforcement agencies or others if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process (such as a judicial proceeding, court order, or government inquiry) or obligations that TruDiagnostic may owe pursuant to ethical and other professional rules, laws, and regulations; (b) enforce the TruDiagnostic TOS; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of TruDiagnostic, its employees, its users, its clients, and the public. In such an event we will notify you through the contact information you have provided to us in advance, unless doing so would violate the law or a court order. You understand that the technical processing and transmission of the Services, including your Personal Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, or devices. Finally, TruDiagnostic may, in its sole discretion, restrict access to the website for any reason.
Please refer to our Privacy Statement to read about data protection related to your information. See our complete Privacy Statement here.
- Limited License
You acknowledge that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such User Content originated. This means that you, and not TruDiagnostic, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via the Service.
You acknowledge that the Services content presented to you as part of the Services, whether original TruDiagnostic Services content or sponsored content within the Services, is protected by copyright and/or other intellectual property rights that are owned by TruDiagnostic and/or the sponsors who provide that content to TruDiagnostic (or by other persons or companies on their behalf). TruDiagnostic grants you a Limited License to copy and distribute free of charge, for non-commercial purposes only, any of the Services content with the exception of any content marked as not subject to this Limited License on the website, provided you: (i) provide the Services content as it appears on the TruDiagnostic website with no changes including but not limited to presenting selections which might tend to misrepresent the substance of the Services content; (ii) include the following attribution on the first page of any materials you distribute: © TruDiagnostic, LLC, 2020, All rights reserved; distributed pursuant to a Limited License from TruDiagnostic; and (iii) agree you have no right to offer anyone else any further right with respect to this Services content. Aside from the Limited License provided in this paragraph, you may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Services content (either in whole or in part) unless you have been specifically told that you may do so by TruDiagnostic or by the owners of that content, in a separate agreement.
- Customer Conduct – Unlawful and Prohibited Use
As a condition of your use of the Services, you warrant to TruDiagnostic that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, or notices. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. You may not use the Services outside of the country to which your sample collection kit was shipped from TruDiagnostic . Furthermore you agree not to use the Services to: (1) upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as 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; (2) impersonate any person or entity, including, but not limited to, anyone affiliated with TruDiagnostic, or falsely state or otherwise misrepresent your affiliation with a person or entity; (3) add your own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (4) “stalk” or otherwise harass another; (5) upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (6) use any information received through the Services to attempt to identify other customers, to contact other customers, or for any forensic use; (7) download any file posted by another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner; (8) upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of TruDiagnostic or any other party; (9) harm minors in any way; (10) advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (11) upload, post, email, 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; (12) upload, post, email, 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; (13) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site, unless explicitly permitted by TruDiagnostic; (14) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of TruDiagnostic’s website; (15) attempt to or actually override any security component of TruDiagnostic web services; (16) 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; (17) violate these Terms of Service, any code of conduct or other guidelines which may be applicable for any particular area of the Service or have been communicated to you by anyone affiliated with TruDiagnostic ; or (18) intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law.
You acknowledge and agree that you are solely responsible for (and that TruDiagnostic has no responsibility to you or to any third party for) any breach of your obligations under the TOS and for the consequences (including any loss or damage which TruDiagnostic may suffer) of any such breach. In case of breach of any one of these agreements TruDiagnostic has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will defend and indemnify TruDiagnostic and its affiliates against any liability, costs, or damages arising out of the breach of the representation.
If you violate the terms of this Section and/or TruDiagnostic has a reasonable ground to suspect that you have violated the terms of this Section, TruDiagnostic has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
- Export Control and Applicable Laws and Regulations
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree 1) that providing your sample is not subject to any export ban or restriction in the country in which you reside, 2) that your sample and data may be transferred and/or processed outside the country in which you reside, and 3) that you will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which you access any Service online.
- Material Posted Through The Service
TruDiagnostic will not, at all times, control any of the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity, or quality of such non-TruDiagnostic content. You understand that by using the Services, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will TruDiagnostic be liable in any way for any non-TruDiagnostic content, including, but not limited to, any errors or omissions in any such content, or for any loss or damage of any kind incurred as a result of the use of any such content posted, emailed, or otherwise transmitted via the Services.
You acknowledge that TruDiagnostic and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, review, filter, modify, refuse, or move any content that is available via the Services. Without limiting the foregoing, TruDiagnostic and its designees shall have the right to remove any content that violates the TOS or is deemed by TruDiagnostic, in its sole discretion, to be otherwise objectionable. You acknowledge and agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
- Material Provided to TruDiagnostic – Your Proprietary Rights
User Content. TruDiagnostic does not claim ownership of the User Content you provide to TruDiagnostic (including feedback and suggestions) or post, upload, input, or submit to the Service. Unless otherwise specified, 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. However, by submitting, posting, or displaying User Content, you give TruDiagnostic , its affiliated companies, sublicensees (including but not limited to sublicensees who avail themselves of the Limited License granted in Section 9 above) and 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 TruDiagnostic to make such User Content available to other companies, organizations, or individuals with whom TruDiagnostic has relationships, and to use such User Content in connection with the provision of those services.
You understand that TruDiagnostic, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your User Content over various public networks and in various media; and (b) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services, or media. You acknowledge and agree that this license shall permit TruDiagnostic to take these actions. You represent and warrant to TruDiagnostic that you have all the rights, power, and authority necessary to grant the above license.
Epigenetic and/or Self-Reported Information. Disclosure of individual-level Epigenetic Information and/or Self-Reported Information to third parties for Research purposes will not occur without explicit consent. Note that TruDiagnostic cannot control any further distribution of Epigenetic and/or Self-Reported Information that you share publicly on the TruDiagnostic website. You acknowledge and agree that you are responsible for protecting and enforcing your rights and that TruDiagnostic has no obligation to do so on your behalf.
Your blood sample, once submitted to and analyzed by us, is processed in an irreversible manner and cannot be returned to you. See our website for more information on sample processing. Any Epigenetic Information derived from your blood remains your information, subject to rights we retain as set forth in these TOS. You understand that you should not expect any financial benefit from TruDiagnostic as a result of having your Epigenetic Information processed; made available to you; or, as provided in our Privacy Statement and these TOS, shared with or included in Aggregated Genetic and Self-Reported Information shared with any research collaborator.
Waiver of Property Rights. As stated above, you understand that by providing any sample, having your Epigenetic Information processed, accessing your Epigenetic Information, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developed by TruDiagnostic or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Epigenetic Information or Self-Reported Information.
You agree to defend and hold TruDiagnostic, 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 TOS; or your violation of any rights of another.
If you have submitted a blood sample or otherwise provided your own Epigenetic Information, you will defend and hold harmless TruDiagnostic, its employees, contractors, successors, and assigns from any liability arising out of the use or disclosure of any information obtained from genotyping your blood sample and/or analyzing your Epigenetic Information, which is disclosed to you consistent with our Privacy Statement or results from any third-party add-ons to tools we provide. In addition, if you choose to provide your Epigenetic and/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 TruDiagnostic, its employees, contractors, successors, and assigns from any and all liability arising from such disclosure or use of your Genetic and/or Self-Reported Information.
- No Resale of Service
Other than pursuant to the terms of the Limited License in Section 9 of this TOS or unless otherwise agreed in a separate agreement between you and TruDiagnostic, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or transmit for any commercial purposes, all or any portion of the Service, use of the Service, or access to the Service.
- General Practices Regarding Use and Storage
You acknowledge that TruDiagnostic may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Personal Information and Services content will be retained by the Service, the maximum disk space that will be allotted on TruDiagnostic’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You acknowledge and agree that TruDiagnostic has no responsibility or liability for the deletion of or failure to store any messages, other communications, or other content maintained or transmitted by the Services; or for the loss of Epigenetic Information due to malfunction or destruction of data servers or other catastrophic events. You further acknowledge that TruDiagnostic reserves the right to change these general practices and limits in its sole discretion.
- Modifications to Service
TruDiagnostic 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 TruDiagnostic features or Services, and (ii) TruDiagnostic shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
The Software that you use may from time to time automatically download and install updates from TruDiagnostic. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit TruDiagnostic to deliver these to you) as part of your use of the Services.
You acknowledge that TruDiagnostic may offer different or additional technologies or features to collect and/or interpret Epigenetic Information in the future and that your initial purchase of the Service does not entitle you to any different or additional technologies or features for collection or interpretation of your Epigenetic Information without fee, and that you will have to pay additional fees in order to have your Epigenetic Information collected, processed, and/or interpreted using any future or additional technologies or features.
The TOS will continue to apply until terminated by either you or TruDiagnostic as set out in this Section.
If you want to terminate your legal agreement with TruDiagnostic, you may do so by deleting your TruDiagnostic account and data within your Account Settings. Once you submit your request, we will send an email to the email address linked to your TruDiagnostic account asking you to confirm your request. Upon receiving your confirmation we will process your request to delete your data, and you will no longer be able to sign-in to your account.
TruDiagnostic may at any time, terminate its legal agreement with you (and in conjunction therewith, your password and account(s)) if: (1) you have breached any provision of the TOS (or have acted in manner which shows that you do not intend to, or are unable to comply with, the provisions of the TOS); (2) TruDiagnostic is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (3) the partner with whom TruDiagnostic offered the Services to you has terminated its relationship with TruDiagnostic or ceased to offer the Services to you; (4) TruDiagnostic 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; or (5) the provision of the Services to you by TruDiagnostic is, in TruDiagnostic’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 TruDiagnostic shall not be liable to you or any third party for any termination of your access to the Services.
- Survival of Terms
When the TOS come to an end, all of the legal rights, obligations, and liabilities that you and TruDiagnostic have benefited from, been subject to (or which have accrued over time while the TOS have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Sections 1.(Definitions); 2.(Acceptance of Terms); 3.(Prerequisites); 4.(Description of the Services); 5.(Risks and Considerations Regarding TruDiagnostic Services); 6.(User Representations); 7.(Account Creation, Customer Account, Password and Security Obligations); 8.(TruDiagnostic Privacy Statement and Disclosure of Information); 10.(Customer Conduct – Unlawful and Prohibited Use); 11.(Export Control and Applicable Laws and Regulations); 12.(Material Posted through the Service); 13.(Material Provided to TruDiagnostic – Your Proprietary Rights); 14.(Indemnity); 15.(No Resale of Services); 18.(Termination); 19.(Survival of Terms); 20.(Dealings with Information Providers and Listed Resources); 21.(Hyperlinks and TruDiagnostic Website); 22.(TruDiagnostic Proprietary Rights); 23.(DISCLAIMER OF WARRANTIES); 24.(LIMITATION OF LIABILITY); 25.(Notice); 27.(Violation or Suspected Violation of Terms of Service); 28. (Dispute Resolution); and 29.(Miscellaneous) shall continue to apply to such rights, obligations, and liabilities indefinitely.
- Dealings with Information Providers and Listed Resources
Your correspondence or business dealings with-or participation in promotions of-information providers, vendors, and/or resources found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such information provider or resource. You acknowledge and agree that TruDiagnostic 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 on the Service.
- Hyperlinks and the TruDiagnostic Website
The Service provides, and third parties may provide, links to other sites and resources on the Internet. Because TruDiagnostic has no control over such sites and resources, you acknowledge and agree that TruDiagnostic 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 TruDiagnostic 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.
- TruDiagnostic’s Proprietary Rights
You acknowledge and agree that TruDiagnostic (or TruDiagnostic’s licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights (including but not limited to 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 TruDiagnostic and that you shall not disclose such information without TruDiagnostic’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 TruDiagnostic, you agree not to-and 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 TruDiagostic and/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.
TruDiagnostic, LLC, TruDiagnostic, and other TruDiagnostic logos and product and service names are trademarks of TruDiagnostic and these marks together with any other TruDiagnostic trade names, service marks, logos, domain names, and other distinctive brand features are the “TruDiagnostic Marks”. Unless you have agreed otherwise in writing with TruDiagnostic, other than through the Limited License in Section 9, nothing in the TOS gives you a right to use any TruDiagnostic Marks and you agree not to display, or use in any manner, TruDiagnostic Marks.
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Services.
Unless you have been expressly authorized to do so in writing by TruDiagnostic, 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.
For any Software not accompanied by a License Agreement, TruDiagnostic grants you a personal, non-transferable, and non-exclusive right and license to use the object code of its Software on a single computer. You may not (and may not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by TruDiagnostic, in writing. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by TruDiagnostic, in the manner permitted by the TOS. Unless TruDiagnostic has given you specific written permission to do so, you may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by TruDiagnostic for use in accessing the Service. Any rights not expressly granted herein are reserved.
- Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TruDiagnostic 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. (2) TRUDIAGNOSTIC 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. (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT 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. (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRUDIAGNOSTIC OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. TRUDIAGNOSTIC DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, TRUDIAGNOSTIC SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.
- Limitation of Liability
WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TRUDIAGNOSTIC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TRUDIAGNOSTIC 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 IN, THROUGH OR FROM THE SERVICES, (v) 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.
Notices to you may be made via either email or regular mail. TruDiagnostic may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on or through the Services.
Official notices related to this TOS must be sent to us at:
ATTN: Chief Legal and Regulatory Officer
881 Corporate Dr.
Lexington, KY 40305
Additionally, TruDiagnostic accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.
- Changes to the Terms of Service
TruDiagnostic may make changes to the TOS from time to time. When these changes are made, TruDiagnostic will make a new copy of the TOS available on its website and any new additional terms will be made available to you from within, or through, the affected Services.The revised TOS will be effective on or after the posted date. If we make a material change to the TOS, we will provide you with notice thirty (30) days prior to the effective date of the change by posting a notice on our website or sending a message to the email address associated with your account. Unless you notify us within thirty (30) days from the time you receive notice of the new terms that you do not agree to the terms, you will be deemed to have agreed to the new TOS. If any change to the TOS is unacceptable to you, you may stop using our Services and delete your account at any time. You acknowledge and agree that if you use the Services after the date on which the TOS have changed, TruDiagnostic will treat your use as acceptance of the updated TOS.
- Violation or Suspected Violation of Terms of Service
If you violate the terms of these TOS and/or TruDiagnostic has a reasonable ground to suspect that you have violated the terms of these TOS, TruDiagnostic has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
- Dispute Resolution (including Arbitration, Class Action Waiver and Time to Initiate Action)
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
- Initial Dispute Resolution. We are available by email at customercare@TruDiagnostic.com to address any concerns you may have regarding your use of the Service. Most concerns may be quickly resolved in this manner. You agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
- Agreement to Binding Arbitration. If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to Section 28(a) above, then either you or we may initiate binding arbitration. Except for any disputes excluded below in Section 28(d), all claims arising out of or relating to these TOS (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these TOS, including, but not limited to, any claim that all or any part of these TOS is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these TOS shall be subject to the Federal Arbitration Act. The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250) and the claim is found to be non-frivolous, we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration, other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration. We will also pay JAMS to reimburse you for any portion of the $250 filing fee that is more than what you would otherwise have to pay to file suit in a court of law.
You understand that, absent this mandatory provision, you would have the right to sue in court and have a jury trial. You further understand that the right to discovery may be more limited in arbitration than in court.
- Class Action and Class Arbitration Waiver. You and we each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 28(b) shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
- Exceptions. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief (i) in a small claims court for disputes or claims within the scope of that court’s jurisdiction, and (ii) any disputes relating to intellectual property rights, obligations, or any infringement claims.
- 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 28(b) and 28(c) by sending written notice of your decision to opt-out by emailing us at arbitrationoptout@TruDiagnostic.com. The notice must be sent within thirty (30) days of your first use of the Service, or the effective date of the first set of TOS containing an Arbitration and Class Action and Class Arbitration Waiver section otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
- Term for Cause of Action. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth in Section 28(b) do not apply or if you have opted out of arbitration, you agree that any litigation shall be filed exclusively in state or federal courts located in LaFayette County, Kentucky (except for small claims court actions which may be brought in the county where you reside). You and we expressly consent to exclusive jurisdiction in LaFayette County, Kentucky for any litigation other than small claims court actions. In the event of litigation relating to these TOS or the Service, you agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under applicable law.
- Entire Agreement. The TOS constitute the entire agreement between you and TruDiagnostic and govern your use of the Services, superseding any prior agreements between you and TruDiagnostic on this subject. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software
- Waiver. The failure of TruDiagnostic to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
- Admissibility of printed version. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- Section titles. The section titles in the TOS are for convenience only and have no legal or contractual effect.
- Severability Clause. If any portion of these TOS is found to be unenforceable, the remaining portion will remain in full force and effect.
- Assignment: You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, TruDiagnostic for any third party that assumes our rights and obligations under this Agreement.