Terms of use

Last modified: March 2022

1. General

a. Acceptance of the Terms of Use

These terms of use are entered into by and between You and MyFloraDNA (“Company,” “we,” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use“), govern your access to and use of https://myfloradna.com/, including any content, functionality, and services offered on or through https://myfloradna.com/ (the “Website“), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://myfloradna.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 21 years of age or older and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

The website provides DNA testing Services. “Services” means testing and analyzing plant Samples you submit to MyFloraDNA and reporting the results (“Test Results”) to you by making Reports available to you through use of MyFloraDNA’ dashboard (“Dashboard”) accessed through your account. You may use Content and the Website only as expressly permitted by these Terms of Use.

All rights not expressly granted in these Terms of Use are reserved to MyFloraDNA. No other rights or licenses, whether express, implied, arising by estoppel, or otherwise are conveyed or intended by these Terms of Use. Unauthorized or unapproved use of any Content constitutes copyright infringement which subjects you to civil and criminal penalties under United States and international laws and treaties.

b. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time/frequently/each time you access this Website so you are aware of any changes, as they are binding on you.

2. Website

a. Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Website.
Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy , and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

b. Monitoring and Enforcement; Termination

We have the right to:

Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Terminate or suspend your access to all or part of the Website for [any or no reason, including without limitation,] any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot/do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

c. Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Website.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.

d. Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include/includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

e. Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

f. Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

3. Services

We perform Services for you and make Test Results in a Report available to you by accessing the Dashboard through your account as follows

Creating an account. At the time of requesting we perform Services for you, you will create an account using the Website. To create the account, you will provide your first name, last name, email address and phone number. You will select a password unique to you for your access and use of Dashboard including inputting your data and downloading and printing Reports. All the information you provide to create your account and to use the Services will be correct, current and complete.

You are solely responsible and liable for maintaining the confidentiality of your user name and MyFloraDNA has no liability with regard to the unauthorized use of such passwords. You agree to notify MyFloraDNA immediately if you have any reason to believe that the security of your account has been compromised. You are solely responsible and liable for all damages resulting from unauthorized use of your account and will assist, at your sole cost and expense, in the investigation and remediation and required notice or reporting of all such incidents.

a. Testing, Analysis, Report.

After your account is created, you may submit Samples to MyFloraDNA; which, once accepted by MyFloraDNA, will be used to perform the Services. “Samples” refer to the plant received by MyFloraDNA, and other data and information submitted with them or online including providing the following required Sample Data Submission Fields:

Tube ID
Sample name
Farm
Field
Sampling date
Treatments
Planting phase

A Sample is “received” by MyFloraDNA on the date MyFloraDNA confirms receipt of the Sample submitted in accordance with MyFloraDNA’ instructions, current policies and procedures. Acceptance means, by way of example and not exclusion, the Samples have been submitted properly, you have made the appropriate arrangements for payment and you are otherwise not in breach of any of your obligations to MyFloraDNA.

The Sample will be tested based on the Services you elect. “Test Results” refer to the analysis of the Samples and related outcomes which are included in one or more Report(s). The Report is available through the Dashboard accessed through your account and may be downloaded and printed. The Report is provided by MyFloraDNA for your exclusive internal business purposes and use only and may not be made available by you to third parties for any purposes (other than to agronomists or consultants providing you services based on the Test Results) without MyFloraDNA’ prior written consent

b. Ownership and Licenses.

By MyFloraDNA. In addition to the Content, MyFloraDNA retains all right, title and interest in the Samples Services, all data used to produce the Test Results (including but not limited to the genomic data) (collectively, “Data”) and feedback, all alterations, modifications and derivatives thereof and all moral, proprietary and intellectual property rights, know-how, processes and procedures in and related thereto. All rights not expressly granted are reserved to MyFloraDNA. No other rights or licenses, whether express, implied, arising by estoppel, or otherwise are conveyed or intended by these Terms of Use.

By Customer. You retain all right, title and interest (including all intellectual property rights) in and to the metadata (e.g., tube ID, sample name, sampling date, farm name, field name, depth, plating stage, previous crop, next crop, treatments, and geographic location) that you provide to us and the Test Results (excluding the Data), and you hereby: (a) represent and warrant you own all right, title and interest including all moral, proprietary and intellectual property rights in and to the Samples or otherwise have all rights to irrevocably assign to MyFloraDNA ownership of the Samples; (b) irrevocably and in perpetuity assign to MyFloraDNA all rights, title and interests in and to the Samples free and clear of any claims or encumbrances and designate and permit MyFloraDNA (its agents or attorneys’ in fact) to act for, on behalf of and instead of us to execute and file documents and do all other lawfully permitted acts to perfect and protect MyFloraDNA’ ownership in the Samples as if executed by you; (c) grant to MyFloraDNA the non-exclusive, fully paid up, perpetual, irrevocable and worldwide right to use the metadata and Test Results and all derivatives thereof to support, maintain and improve the Service, for marketing or distribution to third parties and for other business purposes on a non-identifiable, anonymous, aggregated basis; and, (d) agree the Test Results are provided by MyFloraDNA for your exclusive internal business purposes and use only and may not be made available by you to third parties for any purposes (other than to agronomists or consultants providing you services based on the Test Results) without MyFloraDNA’ prior written consent.

4. Online Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of goods, services, or information formed through the Website, or resulting from visits made by you, are governed by our Terms of Sale, which are hereby incorporated into these Terms of Use.

Additional terms and conditions may also apply to specific portions, services, or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

a. Orders

All orders for Services or Products (each, an “Order”) are subject to acceptance and approval by MyFloraDNA and are not binding until and unless so approved and accepted. Written acknowledgement of an Order (including acknowledgments sent in electronic form) will constitute acceptance and will thereby be a binding contract which cannot be modified or canceled by you without MyFloraDNA’ written consent. Each Order, the corresponding acknowledgement by MyFloraDNA and these Terms of Use shall constitute a separate contract between you and MyFloraDNA, and shall be separate from the contract created by any other Order.

b. Links from the Website

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

c. Price, payment, terms of payment

As applicable, you agree to pay MyFloraDNA for testing and analyzing the Samples as posted on the Website or as described in a MyFloraDNA pricing plan issued to you. Testing is due on receipt of MyFloraDNA’ invoice without set-off or deduction and, once paid, are nonrefundable. Tests may be paid by wire transfer or, as available, credit card. MyFloraDNA may adjust payment terms following written notice.

All prices on the Website are subject to change without notice, and the price for Services shall be that price in effect at the time of our acceptance of an Order.

When you submit an Order, you must supply certain information relevant to the Order, including if credit cards are accepted for payment, your credit card number, the expiration date of the credit card, billing address, and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY ORDER. The Website utilizes framing techniques to serve content to MyFloraDNA’ service providers while preserving the look and feel of the Website. Please be aware that you are providing the foregoing payment information to these third parties and not to MyFloraDNA.

Unless otherwise agreed in writing, all invoices are due and payable as described here.

d. Shipping information

It is your responsibility to ship us the samples for analysis according to the instruction that is provided to you. It is our responsibility to ship your analysis results to you at the address you provide when making the order. You will be responsible for all associated shipping & handling charges. While we agree to use reasonable efforts to meet the shipping and delivery dates provided online, we shall not be responsible for any delays in shipments.

e. Geographic Restrictions

The owner of the Website is based in the State of California in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

5. Intellectual Property

a. Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio), and the design, selection, and arrangement thereof are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print [or download] one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: privacy@myfloradna.co

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

b. Trademarks

The Company name, the terms COMPANY TRADEMARKS, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

c. Digital Millennium Copyright Act

If you are a copyright owner or an agent of a copyright owner, and you believe that any Content on the Website infringes your copyright(s), then you may submit a notification pursuant to the Digital Millennium Copyright Act of 1998 (the “DMCA”) by providing our Designated Copyright Agent with the following information in writing (“Notice”):

a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (the “Complainant”);
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit MyFloraDNA to locate the material;
information reasonably sufficient to permit MyFloraDNA to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted;
a statement that the Complainant has a good faith belief that use of the material in the manner complained of is not authorized by the Complainant, its agent, or the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that the Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
“Infringement” means the unauthorized or not permitted use of copyrighted material or other intellectual property rights.

The above information must be included in the Notice and submitted to our Designated Copyright Agent by mail and email to the following addresses:

MyFloraDNA, Inc.

Attention: DMCA agent

1451 River Park Dr,
Suite 130, Sacramento, CA
95815, United States

Telephone: +1 (530) 485-8745

Email: privacy@myfloradna.co

If Your Material has been removed for alleged infringement and you believe it should not have been, you may send us a written counter-notice (“Counter-Notice”), which must include:

A physical or electronic signature of the alleged infringer;
Identification of the material removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the alleged infringer has a good-faith belief that the material was removed or access to it disabled as a result of error;
The alleged infringer’s name, address, and telephone number; and,
A statement of consent to jurisdiction in federal district court and that the alleged infringer consents to service of process from the complaining party or its agent.

We will respond to all such notices in compliance with applicable law. We have the right to remove content alleged to be infringing, at our sole discretion, without prior notice.

Please also note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

6. Confidentiality

General. “Confidential Information” means confidential or proprietary information disclosed to the recipient by the disclosing party, in tangible or intangible form, that is designated as confidential or proprietary or that reasonably should be understood to be confidential or proprietary given the nature of the information and the circumstances of disclosure. Confidential Information includes, for example and not exclusion, your Personal Information as defined in the Privacy Policy and Test Results (excluding non-identifiable, anonymous, aggregated data)

Exceptions. Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to disclosing party; (ii) was known to recipient prior to its disclosure by disclosing party without breach of any obligation owed to disclosing party; (iii) was independently developed by recipient without breach of any obligation owed to disclosing party; or (iv) is received from a third party without breach of any obligation owed to disclosing party. Recipient may use and disclose Confidential Information as needed to perform under, or otherwise in a manner that is consistent with, these Terms of Use, to enforce these Terms of Use, to defend itself from any claim or cause of action, or as required by law using commercially reasonable efforts to protect the confidentiality of the Confidential Information.

Disclosure. Except as expressly permitted by these Terms of Use, recipient will not disclose any Confidential Information of disclosing party for any purpose without disclosing party’s prior written consent and will use the Confidential Information of the disclosing party only as expressly stated herein. Recipient will protect the confidentiality of disclosing party Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Personal Information will be collected, used, shared, stored and destroyed in accordance with the Privacy Policy and both parties agree to comply with all applicable privacy laws and regulations. Recipient will promptly notify the disclosing party if it becomes aware of any actual or reasonably suspected breach of confidentiality of disclosing party’s Confidential Information. If recipient is compelled by law to disclose Confidential Information of disclosing party, it will provide disclosing party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing party’s cost, if disclosing party wishes to protect, quash or otherwise contest the disclosure.

7. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

9. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

10. Governing Law and Jurisdiction

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

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of Woodland and County of Yolo, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

a. Arbitration

At Company’s sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

b. Limitation on Time to File Claims

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

11. Waiver and Severability

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

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

12. Termination

Upon termination of these Terms of Use, recipient will continue to maintain the confidentiality of disclosing party’s Confidential Information and, upon request, return to disclosing party or destroy (at disclosing party’s election) disclosing party’s Confidential Information. Notwithstanding the foregoing, MyFloraDNA may continue to use the Test Results in accordance with these Terms of Use and is not required to remove the Test Results from any of our libraries, databases, or other systems and Services.

Term and Termination. These Terms of Use are effective on the date you first use the Website for any purpose (“Effective Date”). Either party may terminate these Terms of Use on 30 days’ notice for its convenience; in which case: (i) all Fees are due and payable no later than the effective date of termination; and (ii) MyFloraDNA may elect, in its discretion and judgment, whether to complete any outstanding testing or preparation of Test Results or Reports. Notwithstanding the foregoing, MyFloraDNA may change or discontinue the Website, Content or Services without notice or liability. In addition, MyFloraDNA may suspend performance of the Service or your use of the Website, the Content, your account or the Service without notice, demand or liability until you cure any material default. These Terms of Use, including the Privacy Policy survive regardless of non-use of the Website or if we stop performing Services for you for any reason or no reason at all.

13. Entire Agreement

The Terms of Use and our Privacy Policy, Sale Contract, and other sale related documents constitute the sole and entire agreement between you and MyFloraDNA regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

14. Your Comments and Concerns

This website is operated by MyFloraDNA located in:

1451 River Park Dr. Suite 130
Sacramento CA, 95815
United States.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: privacy@myfloradna.co

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