Kadance Terms of Service

Last Updated: March 25, 2025

1. OVERVIEW

By accessing the Site (as defined herein), you accept and agree to be bound by these Terms of Service, the Privacy Policy and the terms, conditions, policies and notices stated or referenced therein or otherwise appearing on the Site (collectively, the “Terms of Service”). These Terms of Service are an agreement between you and Kadance, a Delaware corporation (“Kadance“, “we“, “us“) concerning your access to, and use of, various products and services offered through our website and any web-based and/or mobile applications that require you to create an account in order to use the Services (as such term is hereinafter defined) (collectively, the “Site”). Kadance offers the Site, including all information and content within the Site (collectively, the “Content”) and various services (the “Services”) to you, the user (including, without limitation, browsers, vendors, customers, merchants, and/ or contributors of content) conditioned upon your acceptance of these Terms of Service and compliance with all applicable laws and regulations. By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state of residence, or that you are the age of majority in your state of residence.

These Terms of Service include, without limitation, the following terms, as further detailed below:

This Site and Content are not medical advice or treatment recommendations and do not replace independent professional medical judgment.
We reserve the right to modify these Terms of Service and the Content, services, features and functionality on the Site at any time. Please pay attention to updated Terms of Service.
When you select certain Services through the Site, you understand that these Services are provided by third parties and authorize us to provide your information to these third parties.
We are not responsible for the third party laboratories or service providers we may refer you to through the Site.
We disclaim warranties and limit our liability as detailed below.
By agreeing to these Terms of Service, you agree to the arbitration clause and class action waiver below that affects your dispute rights.

Please read these Terms of Service carefully before accessing or using our Site. If you do not agree to all of these Terms of Service, do not access or use the Site.

Any new features, tools or services which are added to the current Site shall also be subject to these Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Site. Any such changes will be effective as of the date of posting. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Site (including the Content) to obtain any Services following the posting of any changes constitutes your acceptance of those changes. Your sole remedy for any disagreements or issues with the changes to the Terms of Service is to immediately discontinue your use of the Site (including the Content and the Services).

PLEASE NOTE: Any Content or Services offered through the site are not a replacement for you talking to your own qualified healthcare professional for medical diagnosis or treatment. This site is NOT a 911 Service and if you believe you are having a medical emergency, please contact your healthcare professional or emergency service.

All Content including images, text documents, audio, video, and interactive media published on the Site is presented in summary form and is provided for informational purposes only. While the Content may help individuals better understand certain health conditions and treatment options, the Content and Services are not intended in any way to be a substitute for professional medical advice and should not be interpreted as treatment recommendations. Only a qualified health care provider who has had an opportunity to interact with the individual directly, with access to the individual’s medical records and the opportunity to conduct appropriate follow-up, can provide medical diagnoses or recommendations for treatment. Always seek the advice of your qualified health provider with any questions you may have regarding a medical condition. Never disregard medical advice or delay in seeking advice or treatment because of something you have read on the Site.

2. SERVICES

We offer various Services to our users that are offered by Kadance or its third-party providers, including, but not limited to, healthcare providers, clinical laboratories, and/or other vendors. By accepting these terms you agree that we can use User Information (defined below) to contact you in connection with the Services and Site, all in accordance with our PRIVACY POLICY.

As further described below, our Services may include: (i) interpretation of genetic testing results provided by licensed and qualified health care providers; (ii) genetic counseling services provided by licensed and qualified genetic counselors; (iii) qualified clinical pharmacist consultations; (iv) genetic testing services provided by clinical laboratories; and (v) if a user is diagnosed with certain conditions that may benefit from genetic-based treatment services: (vi) creation of a precision treatment report by licensed and qualified health care providers; (vii) peer-to-peer consultation with your treating physician by licensed and qualified health care providers; (viii) clinical trial enrollment support; and (ix) assistance with navigation of care from diagnosis through treatment by a licensed and qualified nurse navigator. These Services will be made available through the Site and also are subject to these Terms of Service. By accepting these Terms of Service, you agree that any Services you receive from any third-party medical practices, including their qualified healthcare providers; genetic counselors; clinical laboratories and other vendors, also are subject to these Terms of Service, and the third-party medical practices, genetic counselors, clinical laboratories, and other vendors, are third-party beneficiaries of these Terms of Service.

From time to time, we may modify or update the descriptions of our Services contained in this Section 2 or elsewhere on the Site. We also reserve the right at any time to discontinue a Service (or any part thereof). You agree and understand that we shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of a Service.

Our Services currently are available only to individuals who are located in the United States of America (“States”) and who are at least eighteen (18) years of age or older (or at least the age of majority in their state of residence).

a. Genetic Testing Services

We may provide access to genetic testing services offered by clinical laboratories (“Laboratories”), including Kailos Genetics, LLC and Protean Biodiagnostics.

If you wish to be connected with the Laboratories through the Site, you understand and agree that you are providing your personal health information to, and receiving genetic testing from, such Laboratories, and not Kadance. Please review our PRIVACY POLICY for more information on Kadance uses and disclosures of your personal data. The Laboratories may be governed by federal or applicable state privacy rules that may not be applicable to Kadance. Please review the Laboratories’ websites for more information about the Laboratories’ use and disclosure of your personal data. You understand that the Laboratories’ Notice of Privacy Practices applies solely to the Laboratories, and not Kadance.

By accepting these Terms of Service, you acknowledge and accept that Kadance is not a Laboratory. When you use the Services, you understand that we are simply connecting you to the Laboratories. KADANCE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, OR TIMELINESS OF THE LABORATORIES, AND IS NOT RESPONSIBLE FOR ANY OF THE SERVICES PROVIDED BY THE LABORATORIES.

b. Genetic Testing Ordering, Interpretation and Counseling Services

While Kadance may provide certain navigation services as described above, Kadance does not engage in the practice of medicine or otherwise provide clinical services. Instead, Kadance may make certain genetic testing, genetic counseling services, clinical pharmacist consultations, and second opinion/treatment decision support available to you by facilitating your access to third-party medical providers, clinical pharmacists, and genetic counselors. By using these Services, you understand and agree that you are not establishing a physician-patient relationship or other provider-patient relationship with Kadance by using the Service.

The Services include access to third-party licensed and qualified healthcare providers, clinical pharmacist, and genetic counselors (each, a “Provider” and collectively, the “Providers”) through one or more licensed medical practices that have agreed to provide professional services to individuals who obtain Services through Kadance, including SteadyMD, GalenusRx, and Protean Biodiagnostics (collectively, the “Practices”). By using the Services, you may be entering into a physician-patient relationship or other provider-patient relationship with the Practices or one or more of their respective Providers. You understand that telemedicine and telecounseling services may not be a substitute for in-person care in all cases, and the Practices or your Providers may need to refer you to other service providers.

Before obtaining genetic testing, clinical pharmacist consultations, or genetic counseling services through the Site, you will be required to review and provide informed consent in order to obtain such Services. The Practices’ Telemedicine Consult Consent will be provided to you at the time you order your testing. You agree that Kadance is a third-party beneficiary of such consent and has the right to enforce it against you.

Through the Site, the Practices and Providers may order genetic tests that will be processed by the Laboratories, review the results of such genetic testing, and provide you with clinical pharmacist consultations, genetic counseling, and/or molecular pathologist consultations about such results. You understand and agree that the Practices and Providers are solely responsible for the clinical interpretation, consultations, counseling services that they provide to you. Kadance is not responsible for the Practices’ or Providers’ acts, omissions or for any content of the communications made by them. In certain cases, a Provider may recommend that your genetic testing results should be shared with a healthcare provider or requires healthcare services that are not offered by the Practices or Providers, in which case, you will be notified accordingly and you will not be able to use the Services for that clinical issue.

If you wish to be connected with the Practices or Providers through the Site, you understand and agree that you are providing your personal health information to, and receiving genetic testing, consultations, and counseling from such Practices or Providers, and not Kadance. Please review our PRIVACY POLICY for more information on Kadance's uses and disclosures of your personal data. The Practices and Providers may be governed by federal or applicable state privacy rules that may not be applicable to Kadance. Please review the Practices’ websites for more information about the Practices’ and Providers’ use and disclosure of your personal data. You understand that the Practices’ Notice of Privacy Practices applies solely to the Practices and Providers, and not Kadance.

KADANCE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, SUITABILITY, RELIABILITY OR TIMELINESS OF THE PRACTICES OR PROVIDERS AND IS NOT RESPONSIBLE FOR ANY OF THE SERVICES PROVIDED BY THE PRACTICES OR PROVIDERS.

3. KADANCE AND USER-GENERATED CONTENT

Our Site may also contain Content, which includes, but is not limited to, information regarding our Services, blogs, and other information (whether in text, audio, graphics, and/or video) provided by Kadance, third parties, or other users. You may access and use the Content on the Site only as permitted under these Terms of Service and the PRIVACY POLICY. You agree that you will not use, copy or distribute any of the Content other than as expressly provided herein. You understand that by using the Site, you may be exposed to Content that may be offensive, indecent or objectionable, and you agree that we shall not be liable for any such Content and that the risk of harm or damage from the foregoing rests entirely with you.

a. Kadance Content

All Content presented by Kadance is intended to be used for personal, educational or informational purposes only. Any reliance on the Content is at your own risk. You agree and understand that we are not responsible if any Content made available on the Site, or as part of a Service, is not accurate, complete or current. We reserve the right to modify the Content at any time, but we have no obligation to update any of the Content. You agree that it is your responsibility to monitor any changes to the Content.

b. User-Generated Content

As part of our Services, we may provide various social media and interaction tools such as forums, posting comments and reviews. These Terms of Service govern your participation in such social media tools. You understand that we are not liable for any statements, representations, links or Content provided by our users in any forum on the Site (such Content shall be referred to as “User-Generated Content”) or any Third-Party Site (defined below). User-Generated Content, if displayed, is displayed for informational purposes only. We cannot and do not guarantee the accuracy, integrity or quality of User-Generated Content. We reserve the right, but not the obligation, to remove or revise any User-Generated Content. You will not hold us liable in any way for (i) any errors or omissions in any User-Generated Content; or (ii) any loss or damage (including, without limitation, personal injury or property damage) of any kind incurred as a result of the use of any User-Generated Content. PLEASE NOTE: YOU ARE PROHIBITED FROM POSTING ANY USER-GENERATED CONTENT THAT INCLUDES INFORMATION PROTECTED BY THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 AND ITS ACCOMPANYING REGULATIONS (“HIPAA”).

4. YOUR OBLIGATIONS; YOUR REPRESENTATIONS AND WARRANTIES

In addition to any other obligations set forth in these Terms of Service, you understand and agree that you are solely responsible for maintaining the security of your account. You are also solely and fully responsible for all activities that occur under your username and any other actions taken in connection with your account. You agree to immediately notify us in writing of any unauthorized use of this Site or any other breaches of security. You acknowledge and agree that we will not be liable for any acts or omissions by you, including any loss or damage of any kind incurred as a result of such acts or omissions.

You are solely responsible for providing and maintaining at your own expense, appropriate technological capabilities to use the Site and access the Services, including but not limited to, a device with a video camera and Internet access. We reserve the right to change the access configuration, including any software, hardware or other requirements at any time and without prior notice.

You shall submit only truthful, complete, and accurate information through the Site.

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Site, Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, gender expression, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Site or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Site (and any Services) for any purpose, in our sole discretion.

By submitting any Content via the Site (such Content shall be referred to as “User Information”), you further represent and warrant that:

You are the sole author and owner of the intellectual property and other rights thereto (or have the necessary licenses, rights, consents and permissions in User Information to permit use of User Information in the manner contemplated by these Terms of Service);
User Information does not infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any person or entity;
All “moral rights” that you may have in User Information have been voluntarily waived by you;
To the extent applicable, you shall comply with the Federal Trade Commission’s Guides on the Use of Endorsements and Testimonials in Advertising;
User Information is accurate;
You are at least 18 years old and, if you are a minor, that you have obtained the consent of your parent or legal guardian to use the Site and their agreement to these Terms of Service;
User Information does not cause injury to any person or entity or violate any obligations you may have with a third party;
User Information is not, or would not reasonably be considered to be, unlawful, harmful, defamatory, trolling, bullying, libelous, vulgar, obscene, invasive of another’s privacy, hateful, racially or religiously biased or offensive, abusive, tortious, threatening or harassing to any individual, partnership or corporation;
User Information does not contain any computer viruses, worms or other potentially damaging computer programs or files;
User Information is not a form of phishing and does not contain unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; and
Your Content does not violate these Terms of Service, the Privacy Policy or any applicable law, rules or regulations.

You understand that we may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. Except as otherwise provided in these Terms of Service, you understand and agree that User Information will be treated as non-confidential and non-proprietary information.

Kadance may use your User Information for various purposes, including to help us better design our Services, including the selection of Services, to communicate information to you, to enhance our marketing and research activities, and to facilitate other business functions. We also may de-identify Personal Health Information (PHI), and use such de-identified data for research or marketing purposes, or any other purpose not prohibited by law, and for any other purpose specified in our PRIVACY POLICY.

5. FEES

At this time, all costs for your use of the Site and Services are covered by your membership, insurance policy or that certain Rider to your insurance policy (“Insurance Policy”). Neither Kadance nor the Laboratories or Practices or Providers will charge you for Services covered by your membership or Insurance Policy and rendered through the Site.

In the future, Kadance may offer add-on or additional products or services (collectively, the “New Service Offerings”) for which it may charge fees, if applicable. Any fees associated with the New Service Offerings will be clearly labeled, and you may not be able to avail yourself of such New Service Offerings without paying the stated fees. You agree that you will provide complete and accurate credit card information, which will be charged for all amounts due and payable for the New Service Offerings. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. You will be responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees due with respect to your purchase of any New Service Offerings. You also agree to pay for the shipping and handling charges, if any, shown at the time you make a purchase.

In order to obtain the New Service Offerings, if any, offered through the Site, you may be required to pay a “total” price for the New Service Offerings. However, if a product or service you purchase required a consultation with a Provider and/or includes a genetic or other test performed by the Laboratories, then the total price you pay will include the amount charged by the Laboratories for the test performed, and the amount charged by the Provider for services rendered, as well as the amount we charge for use of and access to the Site and Services. We collect the amounts charged by the Practices and their Providers and the Laboratories on their behalf, and pass the applicable amounts through to them.

By agreeing to use the Site, you acknowledge and agree that you have the financial responsibility for all New Service Offerings provided to you. We reserve the right to refuse any order you place with us or limit or cancel quantities in our sole discretion. If we make a change to or cancel an order, we may attempt to notify you by contacting you through your account, or via email, text, phone number or billing address provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

6. THIRD PARTIES; THIRD-PARTY LINKS

You acknowledge and understand that certain of Kadance's shareholders, directors, officers, employees, contractors or agents may have a financial interest in one or more third parties providing the Services, and may profit from your use of such Services.

Further, certain Content and Services available on the Site may include materials from third parties, including but not limited to certain Laboratories, Practices and Providers further described herein. You understand and agree that Kadance has no responsibility for the accuracy, suitability or reliability of such third-party Content and/or any services provided by such third parties, including but not limited to services provided by the Laboratories, Practices and Providers, even if such service is included as part of the Service to you. You also understand and agree that these third parties, including but not limited to the Laboratories, Practices and Providers, may send you or otherwise make available to you, on their websites or otherwise, additional terms and/or policies. By using the Site and/or Service, you are agreeing to such third-party terms and policies. You understand and agree that we are not involved in and have no control over any such additional terms or policies and therefore, you hereby understand and agree that we will have no liability, and we hereby disclaim all liability arising out of or in connection with, a breach by such third party of such third-party terms or policies.

Third-party links on the Site may direct you to a third-party website that is not affiliated with us (“Third-Party Site”). We are not responsible for examining or evaluating the content or accuracy of the information available on Third-Party Sites, and we do not warrant and will not have any liability or responsibility for any third-party materials or information contained on a Third-Party Site, or for any other materials, products, or services of third parties.

You understand and agree that we will not be liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party. Please carefully review the third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns or questions regarding third-party products should be directed to the applicable third party.

7. INTELLECTUAL PROPERTY; LICENSES

a. Kadance Intellectual Property

Subject to these Terms of Service, you are hereby granted a non-transferable, non-exclusive, limited, revocable license to use the software and access the Content provided to you through the Site. As between you and Kadance, you understand and agree that all Content (except for User Information) displayed on our Site, or otherwise used in any messages to you, is our exclusive property. Except as permitted herein, any use of the Content (except for User Information), including reproduction for purposes other than those permitted above, modification, distribution, republishing, transmission, display or performance is strictly prohibited.

b. User Information and Feedback

You grant us a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, sub-licensable and transferable right and license to User Information to use, reproduce, communicate, distribute, share, copy, modify, delete in its entirety, edit, adapt, publish, translate, publicly display, publicly perform, use, create derivative works from and/or sell and/or distribute User Information and/or incorporate User Information into any form, medium or technology throughout the world without compensation to you. This license will survive the termination of these Terms of Service. Note, as defined above, “User Information” does not include genetic testing results, reports and counseling information provided to you through the Site, which will be protected as further described in the PRIVACY POLICY.

You understand and agree that any ideas, suggestions, knowhow, improvements, comments, or other feedback (collectively, “Feedback”) that you submit to us, whether by posting User Information on our Site or through any other communication or means, will be the exclusive property of Kadance. To the extent you own any rights in the Feedback, you agree to assign and hereby do assign to us all right, title and interest in and to the Feedback. You agree to perform all acts reasonably requested by us to perfect and enforce such rights.

8. TERMINATION

Kadance may suspend or terminate your access to the Site or any of the Services at any time and for any reason, including, without limitation, your breach of any of the Terms of Service. Upon termination, your access to the Site and the terminated Services will immediately cease. The disclaimers, limitations of liabilities, releases and waivers set forth in these Terms of Service shall survive any such termination.

You may also terminate these Terms of Service at any time by notifying us that you no longer wish to use the Site, or our Services, or when you cease using the Site or the Services.

9. DISCLAIMER OF WARRANTIES

ALL SERVICES, THE SITE AND CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” KADANCE, INCLUDING THE LABORATORIES, AND THE PRACTICES AND THEIR PROVIDERS, DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, OR NON-INFRINGEMENT. KADANCE DOES NOT WARRANT OR GUARANTEE THAT THE CONTENT, SERVICES OR THE SITE ARE OR WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT THIS SITE, OR ANY OTHER SOFTWARE, TECHNOLOGY OR SERVERS USED IN THE DELIVERY OF THE SITE (AND ITS CONTENT), THE PRODUCTS OR THE SERVICES ARE FREE OF ANY VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU AGREE THAT WHEN YOU VIEW, DOWNLOAD OR OTHERWISE OBTAIN CONTENT FROM OR THROUGH THE SITE, OR BY USING THE SERVICES, YOU DO SO AT YOUR OWN RISK, AND THAT YOU WILL BE WHOLLY RESPONSIBLE FOR YOUR USE OF THE FOREGOING AND ANY LOSS OF DATA, DAMAGES TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR ANY OTHER HARM THAT MAY RESULT FROM SUCH USE. FURTHER, YOU UNDERSTAND THAT THE CONTENT AND OTHER INFORMATION AVAILABLE TO YOU AND THE TECHNOLOGY USED TO FORMULATE AND DELIVER SUCH CONTENT AND INFORMATION, MAY CONTAIN ERRORS, BUGS, PROBLEMS OR OTHER LIMITATIONS, AND THAT YOUR USE OF SUCH INFORMATION AND CONTENT IS AT YOUR OWN RISK AND SHOULD NOT RELY UPON IT WITHOUT VERIFICATION.

10. LIMITATION OF LIABILITY

KADANCE, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, THE LABORATORIES, AND THE PRACTICES AND THEIR PROVIDERS (COLLECTIVELY, THE “KADANCE PARTIES”) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, THE CONTENT, OR ANY OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE KADANCE PARTIES SHALL NOT HAVE ANY LIABILITY, ON ANY LEGAL BASIS WHATSOEVER, TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE, CONTENT, AND SERVICES, EVEN IF THE KADANCE PARTIES WERE ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE KADANCE PARTIES’ LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). Some jurisdictions do not allow certain limitations or exclusions of damages, so some of the foregoing disclaimers and limitations may not apply to you.

YOU AGREE THAT YOU MUST BRING ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SITE OR CONTENT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

11. INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Kadance Parties from any and all third party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Site, or your breach of these Terms of Service (including any referenced policies of notices), or your violation of any law or the rights of a third party.

12. PRIVACY POLICY

Kadance respects your privacy and understands the importance of confidentiality and privacy of your personal information. Please review our PRIVACY POLICY for information regarding how we may collect, use and disclose your personal information. The PRIVACY POLICY is hereby incorporated by reference into these Terms of Service.

13. ELECTRONIC COMMUNICATIONS

In connection with your access or use the Services, including the Site, you hereby consent to receive electronic communications from us, the Laboratories, and the Practices and their Providers, whether through email or through the Site, or other electronic means. You are responsible for checking and responding to these messages. You may not hold Kadance, the Laboratories or the Practices or any of their Providers liable for any injury, loss, or claims resulting from your failure to read or respond to these messages or comply with the advice or instructions contained in a message from the Laboratories, the Practices or any of their Providers. You agree to the use of electronic documents and records in connection with this Terms of Service and all future documents and records in connection with the Site and Services—including this electronic signature and disclosure notice—and that this use satisfies any requirement that Kadance provides you these documents and their content in writing. If you do not agree, do not enter into this Terms of Service. You have the right to receive a paper copy of electronic communications if and to the extent required under applicable Law. You may (a) obtain a paper copy of any document or record of these Terms of Service, (b) withdraw your consent to the use of electronic documents and records, or (c) update your contact information through your Application account. To receive or access electronic documents and records, you must have the following equipment and software: (i) a device that is capable of accessing the Internet, (ii) a compatible Internet browser, and (iii) software that permits you to receive and access Portable Document Format or “PDF” files, such as Adobe Acrobat Reader 8.0 or higher. To retain documents and records, your device must have the ability to download and store PDF files. Your access to this page verifies that your system and device meets the above receipt, access, and retention requirements.

14. COPYRIGHT AND TRADEMARKS

All content included on the Site including, but not limited to, text, photographs, video, documents, graphics, button icons, images, artwork, names, logos, trademarks, service marks, and data (the “Marks”), in any form including the compilation thereof, are proprietary to Kadance and protected by U.S. and international copyright law and conventions. The Marks include both Marks owned or controlled by Kadance and Content owned or controlled by third parties and licensed to Kadance. Except as set forth below, direct or indirect reproduction of the Marks, in whole or in part, by any means, is prohibited without our express written consent. You are authorized only to use the Site for personal use and are not authorized to reproduce, sell, or exploit the Site or content of the Site for commercial purposes.

15. GOVERNING LAW; DISPUTE RESOLUTION

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Alabama. Any dispute hereunder is subject to the binding individual arbitration below and is not subject to class actions.

16. THIRD-PARTY BENEFICIARIES

Any use of third-party software (or associated third-party products or services) shall be governed by the applicable party’s license or terms of use, and not by these Terms of Service. In addition to this Terms of Service, your use of the Service and the Site (and the Content) must comply with all applicable third-party terms of use.

Except as expressly set forth herein (e.g., in certain instances with respect to the Laboratories, and the Practices and their Providers), the parties agree that there are no third party beneficiaries of these Terms of Service.

17. GENERAL TERMS

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms of Service.

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service shall not create any partnership, joint venture, employment, or other agency relationship between you and Kadance, the Laboratories, or the Practices and their Providers.

These Terms of Service and any policies or operating rules referenced or posted by us on the Site constitutes the entire agreement and understanding between you and us and supersedes any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Kadance may, in its sole discretion, transfer, its contractual rights and obligations set forth in these Terms of Service to any affiliate of Kadance or to another third party in the event that some or all of the Kadance’s business is transferred to a third party by way of merger, sale of its assets or otherwise. You may not assign any of your rights hereunder, and any such attempt by you will be deemed null and void.

18. BINDING INDIVIDUAL ARBITRATION; NO CLASS ACTIONS

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND DISCOVERY PROCEDURES AND APPELLATE RIGHTS ARE MORE LIMITED THAN IN COURT.

A. Disputes that Must Be Arbitrated

This agreement applies to any “Dispute” between you and Kadance. “Dispute” means any dispute, claim, or controversy (excluding those exceptions listed below) between you and Kadance that arise out of your use of the Services or the Site, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either of us seeks legal recourse, including the validity, enforceability, or scope of this agreement to arbitrate or any portion of it.

The exceptions to this arbitration requirement are: (i) claims that can be brought as individual actions in small-claims court; (ii) pursuit of enforcement actions through a government agency if the law allows; (iii) an action to compel or uphold any prior arbitration decision; (iv) your or Kadance’s right to seek injunctive relief in a court of law to preserve the status quo while an arbitration proceeds; (v) claims of intellectual property infringement; (vi) claims that are the subject of a proposed class or collective action settlement in any court; (vii) the enforceability of the requirement that arbitrations must be conducted on an individual rather than a class basis; and (viii) certain roles expressly specified for courts in the terms below.

B. Informal Resolution

If you have a Dispute against Kadance or if Kadance has a dispute against you, Kadance will attempt to resolve the Dispute informally before an arbitration is filed in order to resolve the Dispute faster and reduce costs for both parties. You and Kadance will make a good-faith effort to negotiate the resolution of any Dispute for at least 30 days (“Informal Resolution”) from the day you or Kadance receive a written notice of a dispute from the other party (a “Notice of Dispute”) in accordance with these Terms.

You must send any Notice of Dispute by email or via U.S. mail to one of the following addresses:

disputeresolution@kadance.com

Kadance, Inc.

Attn: Dispute Resolution

601 Genome Way, NW, Suite 2005

Huntsville, AL 35806

Kadance will send any Notice of Dispute to your registered email address and ATTN: NOTICE OF DISPUTE to the email address and any address you have provided Kadance. The Notice of Dispute sent by either party must include the sender’s name, address, and other contact information, a description of the Dispute (including any relevant account names), and what resolution to the Dispute is being sought.

The Notice requirement is designed to allow Kadance (or you, in the case of a dispute Kadance asserts against you) to make a fair, fact-based offer of settlement if Kadance or you choose to do so. You and Kadance cannot proceed to arbitration unless this information has been provided. If you or Kadance proceed to arbitration without providing a compliant Notice of Dispute, the sufficiency of a Notice of Dispute is an issue to be decided by a court. A court may enjoin the filing of an arbitration demand that has not been preceded by a compliant Notice of Dispute and may order a party that has filed an arbitration demand without having provided a compliant Notice of Dispute to reimburse the other party for any arbitration fees and costs already incurred.

C. Small-Claims Court

You and Kadance agree that notwithstanding the obligation to arbitrate Disputes, Disputes that qualify for small-claims court in either the county where you live or Madison County, Alabama may be brought as individual actions in such small-claims courts. Kadance hopes you’ll try Informal Resolution first, and you must do so before commencing an arbitration, but you don’t have to complete the Informal Resolution process before going to small-claims court.

D. Binding Individual Arbitration

THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. Under no circumstances does Kadance consent to have any Disputes arbitrated using class action procedures, even if the arbitration provider has rules permitting class arbitrations.

You and Kadance agree that Disputes will be settled by binding individual arbitration conducted by the American Arbitration Association (“AAA”) according to the U.S. Federal Arbitration Act (“FAA”) and federal arbitration law and according to the AAA’s Consumer Arbitration Rules, as modified by these Terms. These Terms affect interstate commerce, and the enforceability of this Section will be substantively and procedurally governed by the FAA, 9 U.S.C. § 1, et seq., to the extent permitted by law.

“Arbitration” means that Disputes between you and Kadance will be resolved by a neutral arbitrator instead of in a court by a judge or jury.

“Individual” means that the arbitrator may award the same remedies to you or to Kadance as a court could, but only to satisfy your or Kadance’s individual claims. To the fullest extent allowed by applicable law, the arbitrator may not award money or other relief for the benefit of any person other than you or us as part of the resolution of any Dispute.

“Binding” means that both you and Kadance will have to live with the arbitrator’s decision, except to the limited extent appeals to a court are permitted under the FAA. As limited by the FAA, these Terms, and the rules applicable to the arbitration, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but (as provided above) only to the extent necessary to provide relief to a party in arbitration warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction.

E. Arbitration Procedure and Location

You or Kadance may initiate arbitration of any Disputes not resolved by Informal Resolution by filing a Demand for Arbitration with the AAA in accordance with the AAA’s Consumer Arbitration Rules. Instructions for filing a Demand for Arbitration are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879, TTY 711. You will send a copy of any Demand for Arbitration by email or via U.S. mail to the following address:

disputeresolution@kadance.com

Kadance, Inc.

Attn: Dispute Resolution

601 Genome Way, NW, Suite 2005

Huntsville, AL 35806

Kadance will send any Demand for Arbitration to the email address and to any address you have provided Kadance.

The arbitration will be conducted by a single arbitrator. You and Kadance both agree that the arbitration will be conducted in the English language and that the arbitrator will be bound by these Terms.

For Disputes in which the claimant seeks less than $10,000, the arbitrator will decide the matter solely on the basis of written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For matters in which the claimant seeks $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings shall be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required, and you reside in the United States, the hearing will take place in Madison County, AL unless the arbitrator determines that this would pose a hardship for the claimant, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve the Dispute. Unless you and Kadance agree otherwise, any decision or award will include a written statement stating the decision of each claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are Individual to you or Kadance to satisfy one of our individual claims (that the arbitrator determines are supported by credible relevant evidence).

An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself.

Any decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

F. Consumer Arbitration Fees

The terms of this section only apply to you if you are a “Consumer” as defined by the AAA’s Consumer Arbitration Rules.

Payment of all filing, administration, and arbitrator costs and expenses imposed by the AAA will be governed by the Consumer Arbitration Rules, except if you are initiating an arbitration against Kadance and the value of the relief sought is $10,000 or less, then Kadance will advance all filing, administrative and arbitration costs and expenses imposed by the AAA (subject to reimbursement if the arbitrator finds the arbitration to be frivolous or asserted for an improper purpose).

Even if the Dispute involves a claim of damages of more than USD $10,000, Kadance may still help you with your fees if you demonstrate that arbitration costs will be prohibitive compared to litigation costs, Kadance will pay as much of your arbitration costs as the arbitrator finds is necessary to prevent arbitration from being cost-prohibitive (as compared to the cost of litigation).

Notwithstanding Kadance’s agreement to pay all of the arbitration costs if the Dispute involves a claim of damages of USD $10,000 or less, Kadance will not pay a claimant’s share of fees if (1) the claimant is represented by the same common or coordinated counsel as other claimants with similar claims unless the total aggregated claim of damages is USD $10,000 or less for all claimants; or (2) you fail to comply in good-faith with the Informal Resolution provision of this section.

You and Kadance agree not to seek any attorneys’ fees and expert witness costs unless the arbitrator finds that a claim or defense was frivolous or asserted for an improper purpose. Applicable law may allow the arbitrator to award attorneys’ fees and costs to the prevailing party.

You are responsible for all other additional costs that you may incur in the arbitration, including attorney's fees and expert witness costs, unless Kadance is otherwise specifically required to pay such fees under applicable law.

Arbitration costs do not include your attorneys’ fees and expenses if you choose to be represented by an attorney. If you choose to be represented by an attorney, you will pay your own attorneys’ fees and costs unless the applicable law provides otherwise.

If Kadance starts an arbitration against you, Kadance will pay all filing fees.

G. Notice and Filing

To the fullest extent permitted by applicable law, you or Kadance must start arbitration of a Dispute within two (2) years from when the Dispute first arose. If applicable law requires you or Kadance to bring a claim for a Dispute sooner than two years after the Dispute first arose, that shorter deadline applies instead. The failure to begin arbitration regarding a Dispute within the time frames described above in this section shall bar the Dispute, which means that to the fullest extent permitted by applicable law, you and Kadance will not have the right to assert the Dispute.

H. Coordinated Filings

If 25 or more Disputes are initiated with the arbitrator that raise similar claims, and counsel for the claimants are the same or coordinated, these will be considered “Coordinated Cases.” Kadance will pay only its share of arbitration fees for Coordinated Cases; the claimants will be responsible for their share of those fees as set by the Rules and the AAA’s fee schedule for mass arbitrations. Applicable statutes of limitations will be tolled for all claimants who have provided compliant Notices of Dispute to Kadance, but demands for arbitration in Coordinated Cases shall only be filed with the arbitration provider as permitted by the bellwether process set forth below, and Kadance shall not be required to pay any fees associated with cases that this agreement does not allow to be filed.

Once all Notices of Dispute have been provided to Kadance for Coordinated Cases, counsel for claimants and counsel for Kadance shall confer in good faith regarding the number of cases that should proceed as bellwethers, to allow each side to test the merits of its arguments, before the remainder of claims may be filed with the arbitration provider. Any number chosen must be an even number so as to allow each side to designate its half of the cases selected for bellwether trials. If counsel for claimants and for Kadance do not agree on the number of bellwethers, the number shall be chosen by the arbitration provider as an administrative matter (or, in the arbitration provider’s discretion, by a process arbitrator). Factors that the arbitration provider may consider in making this decision include the complexity of the dispute and differences in facts or applicable laws among various claims. Once the number of bellwethers is fixed, by agreement or by the arbitration provider, each side shall select half that number from among the claimants who have provided compliant Notices of Dispute, and only those chosen claims may be filed with the arbitration provider. You agree that if your case is among Coordinated Cases filed against Kadance, resolution of your personal claim might be delayed by this bellwether process. Nothing in this paragraph shall be construed to delay the resolution of uncoordinated Disputes based on similar claims to Coordinated Cases filed against Kadance.

A single arbitrator shall preside over each Coordinated Case chosen for a bellwether proceeding, and only one Coordinated Case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

Once all bellwether trials have concluded (or sooner if the counsel for the claimants in the Coordinate Cases and Kadance agree), the parties must make a good-faith effort to resolve all remaining cases that were not chosen for a bellwether proceeding by engaging in a single mediation of all remaining cases. Each side shall pay half the applicable mediation fee. Counsel for claimants in the Coordinated Cases and for Kadance must agree on a mediator within 30 days after the conclusion of the last bellwether trial. If counsel for claimants in the Coordinated Cases and for Kadance cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. Counsel for the claimants in the Coordinated Cases and for Kadance will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

If the mediation does not yield a global resolution, then claimants in Coordinated Cases who provided compliant Notices of Dispute but whose claims were not resolved in bellwether proceedings shall no longer have the right to arbitrate their Dispute. Instead, outstanding claims from such cases may be filed only in the state courts in Madison County, AL or if federal jurisdiction exists, in the United States District Court for the District of United States District Court, 660 Gallatin Street, SW, Huntsville, AL 35801and you consent as part of these Terms to venue such cases exclusively in these courts. Nothing in this paragraph shall be construed as prohibiting either you or Kadance from removing a case from state to federal court if removal is allowed under applicable law. To the extent you are asserting the same claims as other persons and are represented by common or coordinated counsel, you agree to waive any objection that the joinder of all such persons is impracticable. If a formerly arbitrable Dispute is brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in the Coordinated Cases who provided compliant Notices of Dispute, and Kadance reserves the right to contest class certification at any stage of the litigation and on any available basis.

A court shall have authority to enforce this bellwether process and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

I. Continuation in Effect

The dispute resolution process set forth in this agreement survives the termination of any other agreement between you and Kadance.

J. Future Terms Changes

Although Kadance may revise these dispute resolution terms in its discretion, Kadance does not have the right to alter this agreement, or the arbitration rules specified herein, with respect to any Dispute once that Dispute arises if such change would make arbitration procedures materially less favorable to the claimant. The question of whether a change is materially less favorable to the claimant shall be decided by the arbitration provider as a process matter.

K. Class Action Waiver

To the maximum extent permitted by applicable law, disputes, claims, and controversies not subject to the requirement to arbitrate (including, but not limited to, claims filed in small claims court and claims that are deemed not subject to the requirement to arbitrate) may not be aggregated together in a class action, except that (as set forth above in Coordinated Filings provision) if a formerly arbitrable Dispute is brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in the Coordinated Cases who provided compliant Notices of Dispute, and Kadance reserves the right to contest class certification at any stage of the litigation and on any available basis. Accordingly, to the maximum extent permitted by applicable law, you and Kadance will only bring disputes, claims, or controversies between Kadance in an individual capacity only and shall not:

seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (like private attorney general actions); or
consolidate or combine individual proceedings or permit another to do so without the express consent of all parties to these Terms.

L. Severability

If all or any provision of these Terms of Service or the dispute resolution procedures is found invalid, unenforceable, or illegal, then you and Kadance agree that the provision will be severed, and the rest of these terms shall remain in effect and be construed as if any severed provision had not been included. The sole exception is that if the prohibition on class arbitrations is found invalid, unenforceable, or illegal, you and Kadance agree that this entire agreement to arbitrate (but not the separate class action waiver) will be void and unenforceable and any dispute will be resolved in court subject to the venue and choice of law clauses specified herein.

M. Your 30-Day Right to Opt Out

You have the right to opt out of and not to be bound by the Binding Individual Arbitration provisions set forth in these Terms (except for the class action waiver, which is not subject to an opt-out). To exercise this right, you must send written notice of your decision by email or via U.S. mail to one of the following addresses:

disputeresolution@kadance.com

Kadance, Inc.

Attn: Dispute Resolution

601 Genome Way, NW, Suite 2005

Huntsville, AL 35806

Your notice must include your name, mailing address, and email address associated with your account with Kadance, and state that you do not wish to be bound by the Binding Individual Arbitration provisions set forth in these Terms. TO BE EFFECTIVE, THIS NOTICE MUST BE EMAILED, POSTMARKED OR DEPOSITED WITHIN 30 DAYS OF THE DATE ON WHICH YOU FIRST ACCEPTED THESE TERMS UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW; OTHERWISE, YOU WILL BE BOUND TO ARBITRATE DISPUTES IN ACCORDANCE WITH THIS SECTION. You are responsible for ensuring that Kadance receives your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt. If you opt out of these provisions, Kadance will not be bound by them with respect to disputes with you.

19. CONTACT INFORMATION

Please send any questions to customerservice@kadance.com

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