1. OVERVIEW

By accessing the Site (as defined herein), you accept and agree to be bound by these Terms of Service, the Privacy Policy [insert link] 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 with in 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
601Genome 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
601Genome 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
601Genome 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 

Your privacy is important to us. This privacy policy (“Privacy Policy”) provides details about how Kadance (“Kadance,” we,” “us,” or “our”) collects, uses, and discloses personal information we collect through our websites and mobile applications (collectively “Site”) and our genetic testing and counseling, proactive health management, precision care management, survivorship and recovery, and other services (collectively the “Services”). Before using the Site or our Services, you should review this Privacy Policy and the Terms of Service on this Site. Your access to and use of the Site and our Services constitutes acceptance of this Privacy Policy and consent to our collection and use of your personal information as outlined below.

Please note that the Site and our Services are directed towards users who reside in the United States. It is not our intent to gather personal information from individuals residing outside the United States. This Privacy Policy does not apply to instances where your information is collected under a different privacy policy or notice made available to you at the time your information is collected.

1. MINORS

The Site and our Services are not intended for or designed to attract children under the age of 18. Moreover, we do not knowingly collect any personal information from anyone under the age of 18 without the consent of a parent or guardian, and you must be 18 years of age or older to submit registration or survey information. If you are a parent or guardian and believe that we have collected personal information about your child in error, please contact us immediately at privacy@kadance.com and we will make reasonable efforts to remove all personal information related to the minor from our systems.

2. PRIVACY POLICY UPDATES

From time to time, we may revise this Privacy Policy. Any such changes to this Privacy Policy will be promptly reflected on this page. We encourage you to review this Privacy Policy regularly for any changes. Your continued use of the Site and our Services will be subject to the then-current Privacy Policy. The effective date of this Privacy Policy is provided above.

3. PERSONAL INFORMATION WE COLLECT

We collect personal information from consumers in three ways: (1) information consumers provide when they interact with us; (3) information collected from third parties in connection with our Services; and (2) information passively collected from consumers when they use the Site. 

Information Provided by Consumers. We collect personal information voluntarily provided to us, such as when a consumer contacts us via the Site, sends us an email, interacts with our social media accounts, or registers for our Services. To access certain Services we may ask you to provide certain personal information and without providing such personal information, you may be unable to access the Services. We typically collect the following categories of personal information in this manner (however, the information we collect may vary depending on the Services you register for): 

• Contact details, such as your name, physical address, e-mail address and phone number
• Electronic signature
• Demographic information, including your gender, date of birth and zip code
• Insurance information, including if you have health, life, or long-term care insurance
• Account information, including your username and password
• Location information
• Photographic or video images submitted for identification purposes, including photographs of your driver’s license or passport
• User information, including information or content you post or submit on the Site
• Commercial information such as transaction history and interest in certain Services
• Audio/electronic records, such as recordings of consumer service calls
• Inferences drawn from any of the information listed above to create a profile about you reflecting your preferences, characteristics, behavior, and attitudes
• Sensitive information, including genetic data and personal information concerning your health 

Information Collected from Third Parties. If you register for our Services, we may also collect personal information about you from the Laboratories, Providers, and Practices (as those terms are defined in our Terms of Service) who provide genetic testing and counseling Services to you. We also may receive information from the insurance carriers whose policies pay for your testing and care. This information typically includes: 

• Sensitive data, including family medical history, genetic testing results, medical records, genetic counseling records, treatment plans, and clinical trial participation records
• Insurance information, including insurance policy and other coverage information

Information Passively Collected from Consumers. We also collect personal information passively through our Site, such as via cookies and other tracking technologies. This information may include: 

• Device and/or browser information, including your IP address, mobile advertising IDs and other unique identifiers, operating system, connection speed, bandwidth, browser type, web page requests, cookie information, other hardware and software attributes
• Usage activity and viewing preferences
• Commercial information, including Services you may be interested in
• Location data, including device location
• Inferences drawn from any of the information listed above to create a profile about you reflecting your preferences, characteristics, behavior, and attitudes

For more information on our use of cookies and other tracking technologies, please see Section 4 “Cookies and Similar Technologies” of this Privacy Policy below.

In addition, when you request Services from the Laboratories, Practices or Providers through the Site, you may be asked to provide personal and sensitive information to the Laboratories, Practices or Providers. The information you provide to a Laboratory, Practice or Provider through the Site or in connection with the Services may be protected under applicable federal and state laws applicable to health information, including but not limited to the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its implementing regulations, as may be amended from time to time (collectively, “HIPAA”). If you have any questions about the Laboratories’, Providers’ or Practices’ use of your personal information, please contact privacy@kadance.com or visit the privacy policy section on the website of the applicable Laboratory, Provider or Practice: steadymd.com; kailosgenetics.com; galenusrx.com; or proteanbiodx.com. We are not involved in and have no control over how such Laboratories, Providers and Practices use your personal information and protected health information (“PHI”).

4. COOKIES AND SIMILAR TECHNOLOGIES 

Like most website operators, we use cookies and similar technologies, local shared objects (or any other successor tracker technology), Software Development Kits, and pixel tags that automatically receive and track certain data about how you and other visitors interact with our Sites. These cookies and other tracking technologies have various purposes. Some of them help our Site function properly, while others help us analyze consumers’ use of our Site, market our Services, and provide consumers with information that is most likely to appeal to them.

“Cookies” are small text files that are stored on your browser or device by websites, mobile apps, online media and advertisements. There are different types of cookies. Cookies served by the entity that operates the website or app you are visiting or using are called “first party cookies” (so cookies served by us while you are using our Site are first party cookies). Cookies served by companies that are not operating the website or app you are visiting or using are called “third party cookies” (so, we may use a website analytics provider to set a cookie on your computer via our Site while you visit our Site, and that would be a third party cookie). Cookies may also endure for different periods of time. “Session Cookies” last only as long as your browser or app is open. These are deleted automatically once you close your browser or app. Other cookies are “persistent cookies” meaning that they survive after your browser or app is closed (for example, they may recognize your computer when you re-open our online services). Depending on your Internet browser, you may be able to change your settings to block and/or erase cookies from your device. You can check your browser instructions to learn more about these functions. Please note that if you block or reject cookies and similar technologies on our Services, functionality of the Services may be limited.

“Local shared objects” (also called Flash cookies or HTML5 cookies) and any other successor technology refers generally to the collection of cookie-like data stored on a browser or computer by web sites, ads, or third parties.

“Pixel tags” (also called beacons or pixels) are small blocks of code installed on (or called by) a web page, app or advertisement which can retrieve certain information about your device and browser, including device type, operating system, browser type and version, website visited, time of visit, referring website, IP address, and other similar information (including the small text file (the cookie) that uniquely identifies the device). Pixels provide the means by which third parties can set and read browser cookies from a domain that they do not themselves operate and collect information about visitors to that domain, typically with the permission of the domain owner. 

“Software Development Kits” (also called SDKs) function like pixels and cookies, but operate in the mobile app context where pixels and cookies cannot always function. The primary app developer can install pieces of code (the SDK) from partners in the app, thereby allowing such partners to collect certain information about user interaction with the app, information about the user device and network information.

5. HOW WE MAY USE PERSONAL INFORMATION

We may collect, process, and disclose the personal information listed in Section 3 of this Policy in order to:

• Verify your identity and your location;
• Provide or arrange for Services to be provided to you;
• Provide information about our Services to you;
• Fulfill your requests;
• Manage your account;
• Communicate with you;
• Assist the Laboratories, and Practices and Providers in their fulfillment of the Services they provide to you;
• Provide you with research opportunities;
• Provide support and training;
• Develop, test or improve the Site and Services, including its features;
• Facilitate marketing activities and/or promotions;
• Analyze behaviors on the Site and of the Services (e.g., evaluating site usage patterns, assessing throughput);
• Protect or enforce our rights, title, and interest;
• Comply with applicable law, regulation, legal process, or other government authority;
• Administer, monitor, and secure our information technology systems, websites, applications, databases, and devices, including detecting and preventing against security incidents and fraudulent activity; and
• For any additional purposes for which you provided consent for at the time we collected your personal information.

We may also combine personal information we collected from you and from other sources to help us improve our Services. 

Further, we may de-identify personal information and analyze that data for statistical or any other purposes permitted by law. When we do so, we take reasonable measures to ensure that the information cannot be associated with an individual, and we will not attempt to reidentify the information, except for the purpose of determining whether our deidentification processes satisfy applicable legal requirements. After it has been deidentified, the information is no longer personal information and is not subject to this Privacy Policy.

To the extent we are acting as a business associate under HIPAA and the personal information described in section 3 of this Policy constitutes PHI under HIPAA when maintained by us, we will collect, use, and disclose that information only as permitted under HIPAA. 

6. WHOM WE DISCLOSE PERSONAL INFORMATION TO

We may disclose the personal information described in Section 3 of this Privacy Policy as follows: 

• Our Vendors. We may disclose your personal information to our third party service providers (“Vendors”) that provide services to us to enable us to provide the Site and Services, such as the hosting of the Site, IT services and infrastructure, customer service, email delivery, marketing and analytics services, contact and mail list removal services, legal and financial advisory services, auditing services and other similar services.
• Laboratories, Providers, and Practices. We may disclose your personal information to Laboratories, Providers, and Practices to enable them to provide services to you via the Services.
• Third parties for marketing and analytics purposes. We may disclose your personal information to third parties, such as third-party analytics providers and advertising networks, for marketing and analytics purposes.
• Third parties at your direction or consent. We may disclose your personal information to any other third parties at your direction or with your consent.  Any information or content that you voluntarily disclose for posting in public areas of our Sites, such as comments or social media posts, will also become available to the public.
• Safety and legal compliance. We may disclose your personal information if we believe that such disclosure is necessary to comply with applicable laws, regulations, legal processes, or requests by public authorities (e.g., law enforcement, tax authorities, etc.); to protect you, us, or other users’ rights or property; to protect safety and security in connection with our Site or Services; or to comply with or enforce our terms, agreements, or policies.
• Change of control. We may disclose your personal information as part of a purchase, transfer, or sale of the Site, Services or the company (for example, a corporate restructuring, merger or consolidation with, or sale of substantially all of our assets to a third party). In this situation, we will seek assurances that the successor entity or purchaser will process personal information collected by us in accordance with this Policy. 

We also may de-identify your information and disclose such de-identified information for any purpose not prohibited by applicable law.

To the extent we are acting as a business associate under HIPAA and the personal information described in section 3 of this Policy constitutes PHI under HIPAA when maintained by us, we will disclose that information only as permitted by HIPAA. 

7. SOCIAL MEDIA PLUGINS

The Site may use social media plugins (e.g., the Facebook “Like” button, “Share to Twitter” button) to enable you to easily share information with others. When you visit the Site, the operator of the social plugin can place a cookie on your computer, enabling that operator to recognize individuals who have previously visited the Site. If you are logged into the social media website (e.g., Facebook, Twitter, LinkedIn) while browsing on the Site, the social plugins allow that social media website to receive information that you have visited the Site. The social plugins also allow the social media website to share information about your activities on our Site with other users of their social media website. For example, Facebook Social Plugins allows Facebook to show your Likes and comments on our pages to your Facebook friends. Facebook Social Plugins also allow you to see your friends’ Facebook activity on our Services. For more information about social plugins from other social media websites you should refer to those sites’ privacy and data sharing statements.

8. HOW LONG DO WE RETAIN PERSONAL INFORMATION?

Kadance may retain your information for the period reasonably necessary to provide our Services to you, resolve disputes or enforce its agreements, and/or to comply with applicable laws and regulations. Kadance may dispose or delete such information at any time, except as set forth in any agreement you enter into with Kadance, or as required by law.

In the event we retain and use personal information for purposes not covered by the original notice, we will provide you with additional notice.

9. APPLICABILITY OF HIPAA

As described in our Terms of Service, Kadance does not engage in the practice of medicine or other licensed profession and is not a health care provider or a “covered entity” as defined by HIPAA. The Laboratories, Practices and their Providers each may be considered a “covered entity” under HIPAA. In general, the Laboratories, Practices and their Providers will share PHI with Kadance only as specifically authorized by you pursuant to a HIPAA-compliant authorization (“Authorization”). Genetic information is PHI, as defined by HIPAA. As further described in the Authorization, once such information is shared with Kadance it is no longer protected by HIPAA. However, Kadance will use your information only as described in this Privacy Policy. Kadance may, in some cases, also be a “business associate” of a Laboratory, Practice or Provider. If Kadance is deemed a “business associate,” we will be subject to additional obligations with respect to your “protected health information,” as defined under HIPAA (“PHI”), or other state laws. Your PHI will be used and disclosed only in accordance with such applicable laws and regulations.

10. APPLICABILITY OF GINA

The Genetic Testing Nondiscrimination Act of 2008 (“GINA”) protects individuals from discrimination based on their genetic information with respect to both: (a) obtaining and maintaining health insurance (Title I), and (b) employment (Title II). More specifically, GINA prohibits health insurers from using genetic information to determine if someone is eligible for insurance or to make coverage, underwriting or premium-setting decisions. Health insurers also cannot make individuals or their family members undergo genetic testing or provide genetic information. Similarly, GINA prohibits employers from requiring or requesting genetic information and/or genetic tests as a condition of employment.

Please note, GINA’s health insurance protections do not extend to life insurance, long-term care insurance or disability insurance, although some states have laws that extend additional protections again genetic discrimination in these lines of insurance. GINA’S employment protection do not apply to the military or employers with fewer than 15 employees.

While Kadance offers access to genetic testing and counseling through the Site, Kadance will not share any genetic testing information with any third party except as set forth in this Privacy Policy or as specifically authorized by you.

11. SECURITY

We implement reasonable procedural and technological security measures, consistent with industry practice to promote the confidentiality, integrity, and availability of personal information. Such measures are reasonably designed to protect your personal information from loss, unauthorized access, disclosure, alteration or destruction. We may use encryption, password protection, secure socket layers, internal restrictions and other security measures to help prevent unauthorized access to your personal information. However, while the security of your personal information is of the utmost importance to us, we cannot fully guarantee the security of any information you choose to disclose online. Thus, you provide your information to us at your own risk.

12. ADDITIONAL DISCLOSURES FOR RESIDENTS OF CERTAIN US STATES. 

Disclosure for California Residents If you are a California resident, California Civil Code Section 1798.83 permits you to request information regarding the disclosure of your personal information by certain members of Kadance to third parties for the third parties’ direct marking purposes. To make such a request, please send an email to privacy@kadance.com with the title “Shine the Light”.

Disclosures for Texas and Nebraska Consumers

This section provides additional disclosures applicable only to residents of U.S. states with comprehensive privacy laws that apply to Kadance, including the Texas Data Privacy and Security Act and the Nebraska Data Privacy Act (“U.S. State Privacy Laws”). The disclosures in this section do not apply to consumers who reside in states with state privacy laws that do not apply to us. 

- Data Subject Rights. Residents in states with U.S. State Privacy Laws that apply to Kadance have the following rights with respect to the processing of their personal information, subject to certain exemptions:

• Confirm. You have the right to confirm whether Kadance is processing your personal information and to request access to your personal information.
• Correct. You have the right to request that we correct inaccuracies in the personal information we maintain about you.
• Delete. You have the right to request that we delete the personal information we maintain about you.
• Data Portability. You have the right to request access to the personal data we have collected about you in a portable and, to the extent technically feasible, readily usable format that allows you to transmit the personal information to another entity without hindrance. You may not exercise this right more than two times in a calendar year.
• Opt Out. You have the right to opt out of (1) sales of your personal information, (2) the processing of your personal information for purposes of targeted advertising, and (3) profiling of your personal information in furtherance of decisions that produce legal or similarly significant effects, and to revoke their consent to certain types of processing activities. 

Exercising Data Subject Rights & Authorized Agents. To exercise a data subject right applicable to you, you can email us at privacy@kadance.com or by clicking here. You may also authorize an agent to make data subject requests on your behalf. In such instances, authorized agents may use the same methods as you to submit the requests on your behalf. To verify your identity and protect your personal information, we may ask the requestor to provide information that will enable us to verify your identity in order to comply with your data subject request, such as asking your agent to provide proof of signed permission from you, or ask you to confirm with us directly that you provided the agent with permission to submit the request. In some instances, we may decline to honor your request if an exception applies under applicable law. We will respond to your request consistent with applicable law.

Appeals. If we deny your request, residents in states with U.S. State Privacy Laws that apply to Kadance may appeal our decision by contacting us at us at privacy@kadance.com or by clicking here. If you submit an appeal, please enclose or otherwise specifically reference your initial request so that we may appropriately assess and respond to your appeal. We will process appeals in accordance with applicable law.

Sales and Targeted Advertising. NOTICE: we may sell your sensitive personal information, but only for the limited purposes described in this section. U.S. State Privacy Laws define “sale” broadly to mean the exchange of personal information for anything of value, not just money. Based on that definition, we “sell” and process for targeted advertising personal information collected via cookies and other tracking technologies, such as IP addresses and browsing data, when we allow third parties to place certain types of cookies or other tracking technologies on our website for targeted advertising. In some contexts, this may include disclosure of health-related inferences about you, which may be considered sensitive personal information under U.S. Data Privacy Laws, to third party providers of cookies and other tracking technologies such as if you visit a healthcare-related page on our Websites. We do not otherwise “sell” other types of personal information or sensitive personal information we may collect about you. You have the right to opt out of the sale and processing for purposes of targeted advertising of your personal information. To opt out of such processing, you may contact us at privacy@kadance.com or by clicking here. 

Profiling. We do not process personal information for profiling in furtherance of legal or similarly significant effects.

For more information about our processing of consumer health data, please see our Consumer Health Data Privacy Policy.

13. DO NOT TRACK MECHANISMS

Because of the changing state of technology and indecision within the industry regarding the meaning of DNT signals, we currently do not make any guarantee that we will honor DNT signals.

14. LINKS TO THIRD-PARTY SITES

Our Site may contain links to other websites on the Internet. If you decide to use these links, you will leave our Site. We are not responsible for the privacy practices or the content of such third parties, and such links do not constitute an endorsement by us of those other websites, the content displayed therein, or the persons or entities associated therewith. Your use of these other linked websites is subject to the respective terms of use and privacy policies located on the linked websites.

15. CONTACT US

For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us at privacy@kadance.com. 

Kadance Consumer Health Data Privacy Policy 

This Consumer Health Data Privacy Policy applies to “Consumer Health Data,” as that term has been defined by applicable laws, that Kadance (“Kadance,” “we,” “us,” or “our”) collects from Consumers (collectively referred to as “You”). Any terms appearing in this Consumer Health Data Privacy Policy that has been defined under applicable Consumer Health Data laws shall have the meanings afforded to them therein. 

1.  The Categories of Consumer Health Data Collected 

We collect the following categories of Consumer Health Data from Consumers:

• Individual health conditions, treatment, diseases, or diagnosis
• Social, psychological, behavioral, and medical interventions
• Health-related surgeries or procedures
• Use or purchase of prescribed medication
• Bodily functions, vital signs, symptoms, or measurements of health information
• Diagnoses or diagnostic testing, treatment, or medication
• Gender-affirming care information;
• Reproductive or sexual health information
• Biometric data
• Genetic data
• Precise location information that could reasonably indicate a consumer's attempt to acquire or receive health services or supplies
• Data that identifies a consumer seeking health care services
• Any inferences of the above categories of health data derived or extrapolated from non-health information

2. How Consumer Health Data Will be Used 

We use the categories of Consumer Health Data listed in Section 1 for the following purposes: 

• Verify your identity and your location
• Provide or arrange for Services to be provided to you
• Provide information about our Services to you
• Fulfill your requests
• Manage your account
• Communicate with you
• Assist the Laboratories, and Practices and Providers in their fulfillment of the Services they provide to you
• Provide you with research opportunities
• Provide support and training
• Develop, test or improve the Site and Services, including its features
• Facilitate marketing activities and/or promotions
• Analyze behaviors on the Site and of the Services (e.g., evaluating site usage patterns, assessing throughput)
• Protect or enforce our rights, title, and interest
• Comply with applicable law, regulation, legal process, or other government authority
• Administer, monitor, and secure our information technology systems, websites, applications, databases, and devices, including detecting and preventing against security incidents and fraudulent activity
• For any additional purposes for which you provided consent for at the time we collected your personal information

3. Categories of Sources from Which We Collect Consumer Health Data 

We collect these categories of Consumer Health Data directly from consumers, from cookies and other tracking technologies, from the Laboratory, Providers, and Practices, from our Vendors and third parties when they disclose Consumer Health Data to us, and from public data bases and social media. 

4. The categories of Consumer Health Data that we Share 

We Share all of the categories of Consumer Health Data that we Collect, as disclosed above in Section 1.

5. Third Parties and Affiliates with Whom We Share Consumer Health Data

We Share your Consumer Health Data with the following Third Parties:

• Our Vendors. We may disclose your Consumer Health Data to our third party service providers (“Vendors”) that provide services to us to enable us to provide the Site and Services, such as the hosting of the Site, IT services and infrastructure, customer service, email delivery, marketing and analytics services, contact and mail list removal services, legal and financial advisory services, auditing services and other similar services.
  
  
• Laboratories, Providers, and Practices.We may disclose your Consumer Health Data to Laboratories, Providers, and Practices to enable them to provide services to you via the Services.
  
  
• Third parties for marketing and analytics purposes. We may disclose your Consumer Health Data to third parties, such as third-party analytics providers and advertising networks, for marketing and analytics purposes.
  
  
• Third parties at your direction or consent. We may disclose your Consumer Health Data to any other third parties at your direction or with your consent.  Any information or content that you voluntarily disclose for posting in public areas of our Sites, such as comments or social media posts, will also become available to the public. 
  
  
• Safety and legal compliance. We may disclose your Consumer Health Data if we believe that such disclosure is necessary to comply with applicable laws, regulations, legal processes, or requests by public authorities (e.g., law enforcement, tax authorities, etc.); to protect you, us, or other users’ rights or property; to protect safety and security in connection with our Site or Services; or to comply with or enforce our terms, agreements, or policies.
• Change of control. We may disclose your Consumer Health Data as part of a purchase, transfer, or sale of the Site, Services or the company (for example, a corporate restructuring, merger or consolidation with, or sale of substantially all of our assets to a third party). In this situation, we will seek assurances that the successor entity or purchaser will process Consumer Health Data collected by us in accordance with this Policy. 

 We Share your Consumer Health Data with the following Affiliates:

• Kailos Genetics, LLC, A wholly owned subsidiary of Kadance, Inc.

6. How to Exercise Your Rights with Respect to your Consumer Health Data 

To exercise Your rights with respect to Your Consumer Health Data, depending on your state of residence, please contact us via email at privacy@kadance.com or by clicking here.

Supplement to Consumer Health Data Privacy Policy for Nevada Consumers 

This Supplement applies to Nevada Consumers for purposes of providing additional disclosures required by Nevada’s Consumer Health Data privacy law. Terms used herein that are defined terms under Nevada’s Consumer Health Data privacy law shall have the meanings afforded to them therein.

A. Purposes & Manner of Processing. We Collect, use, Process, and Share Consumer Health Data for the purposes and in the manners described in our Consumer Health Data Privacy Policy, which also provides additional disclosures relevant to Nevada Consumers.

B. Review & Revision of Consumer Health Data. If You would like to review and/or revise Your Consumer Health Data, You may submit a request to us via the methods listed in our Consumer Health Data Privacy Policy. We will respond to Your requests to exercise Your rights in accordance with applicable law, but in any case, no later than 45 days after receiving Your request. We may extend this period up to 45 days only where doing so is permitted under applicable law. 

C. Changes to this Supplement. We will notify You before making any changes to our privacy practices with respect to Your Consumer Health Data by posting an updated notice on this page, with an updated effective date. 

D. Third Party Collection of Consumer Health Data. Please note that some Third Parties may collect Consumer Health Data about You over time and across different websites or online services You may visit.

April 16, 2023 Release:

1. "My Results" page added that houses test results and clinician notes

As further described in our Terms of Service, Kadance Inc.’s services may include:

(i) genetic testing services provided by clinical laboratories and other vendors;

(ii) interpretation of genetic testing results and genetic counseling services provided by licensed and qualified genetic counselors;

(iii) if a user is diagnosed with certain conditions that may benefit from genetic-based treatment services: 

     (x) creation of a precision treatment recommendation report by licensed and qualified health care providers;

     (y) peer-to-peer consultation with your treating physician by licensed and qualified health care providers; and

     (z) clinical trial enrollment support; and

(iv) assistance with navigation of care from diagnosis through treatment by a licensed and qualified nurse navigator (collectively, “Clinical Services”).

Kadance offers the nurse navigation services as described above, but does not engage in the practice of medicine or otherwise provide the Clinical Services.  Instead, Kadance makes certain genetic testing, genetic counseling services and second opinion/treatment decision support available to you by facilitating your access to third-party laboratories, including Kailos Genetics and Protean Biodiagnostics (“Laboratories”), and genetic counselors and other providers affiliated with third-party medical practices, including SteadyMD and Protean Biodiagnostics (collectively, the “Practices”). 

The Laboratories and Third Party Providers are collectively referred to herein as the “Third-Party Providers”).

This New User Agreement (the “Agreement”) is effective as of the date of your acceptance hereof (the “Effective Date”), and is made by and among you, Kadance and the Third-Party Providers with respect to the Clinical Services.  

Term, Termination, and Cancellation 

This Agreement will commence on the Effective Date and will extend for so long as you maintain your membership, insurance policy or that certain Rider to your insurance  policy (“Policy”), which includes the Clinical Services benefit.

Other Health Care Professionals

You acknowledge that the signing of this Agreement is strictly voluntary. This Agreement does not restrict or limit your ability to receive Clinical Services or other professional services from other health care professionals, however, such Clinical Services or other professional services provided by other health care professionals may not be covered under the membership or Policy.  

Health Insurance or Other Medical Coverage

Neither the membership or Policy nor Kadance’s or the Third Party Providers’ provision  of Clinical Services are substitutes for health insurance or other health plan coverage  (such as membership in an HMO).  Kadance and the Third Party Providers hereby  advise You to obtain or keep in full force one or more health insurance policies or plans  in order to cover You and your family members for other health care services and/or  costs.  You acknowledge that neither the membership or Policy nor this Agreement is a contract that provides health insurance for you, and neither the membership or Policy nor this Agreement is intended to replace any health insurance coverage provided to You by a health insurer (“Health Plan”).  You acknowledge that the Clinical Services described in the membership or Policy are covered by the membership or Policy, but neither  Kadance nor the Third PartyProviders will bill your Health Plan for any additional  services you may purchase through the Site (the “New Service Offerings”). To the  extent you purchase anyNew Service Offerings, it is Your responsibility to submit any  invoices paid for NewService Offerings to your Health Plan.  Neither Kadance nor the  Third PartyProviders represent to You that any New Service Offerings will be eligible for coverage under any membership or policy held by You.

Severability

If for any reason any provision of this Agreement shall be deemed, by a court of competent jurisdiction, to be legally invalid or unenforceable in any jurisdiction to which it applies, the validity of the remainder of the Agreement shall not be affected, and that provision shall be deemed modified to the minimum extent necessary to make that provision consistent with applicable law and in its modified form, and that provision shall then be enforceable.

Modifications, Termination, Interruption and Disruptions

You understand, agree and acknowledge that Kadance and the Third-Party Providers may provide the Clinical Services through one or more telemedicine platform(s) (collectively, the “Platform”).  Kadance may modify, suspend, disrupt or discontinue use of any one or more of the Third-Party Providers or the Platform, or any component thereof, whether to all clients or to You specifically, at any time with or without notice to You. You agree and acknowledge that none of Kadance or the Third-Party Providers will be liable for any of the aforementioned actions, or for any losses or damages that are caused by any of the aforementioned actions. Availability of the Platform depends on various factors such as software, hardware and tools, which are provided to you by Kadance or the Third-Party Providers, or one or more of their respective contractors and suppliers. While Kadance, the Third-Party Providers and their respective contractors and suppliers will make commercially reasonable efforts to ensure the reliability and accessibility of the Platform, You understand and agree that no platform can be 100% reliable and accessible, and neither Kadance nor the Third-Party Providers guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.

Amendment 

Kadance or the Third-Party Providers may change this Agreement by posting modifications to the Agreement on the Kadance Portal. Unless otherwise specified by Kadance, all modifications shall be effective upon posting.  The date of the last update to this Agreement is posted at the bottom of this Agreement. By using the Clinical Services after the changes become effective, You agree to be bound by such changes to the Agreement. Moreover, if federal, state, or local law or regulation (“Applicable Law”) requires this Agreement to contain provisions that are not expressly set forth in this Agreement, then, to the extent necessary, such provisions shall be incorporated by reference into this Agreement and shall be deemed a part of this Agreement as though they had been expressly set forth in this Agreement. 

Assignment

This Agreement, and any rights You may have under it, may not be assigned or transferred by You. This Agreement, and any rights Kadance or Third-Party Providers may have under it, may be assigned or transferred to their respective successors, or assignees.

Relationship of Parties

You, Kadance and the Third Party Providers intend and agree that, in performing the Clinical Services under this Agreement, each of You, Kadance and the Third-Party Providers are independent contractors of the others, as defined by the guidelines promulgated by the United States Internal Revenue Service and/or the United States Department of Labor, and each of Kadance and the Third Party Providers shall have exclusive control of their own work and the manner in which it is performed.

Legal Significance

You acknowledge that this Agreement is a legal document and creates certain rights and responsibilities. You also acknowledge that You have had a reasonable time to seek legal advice regarding the Agreement and have either chosen not to do so or have done so and are satisfied with the terms and conditions of the Agreement

Notice

All written notices are deemed delivered and received posted on the Portal, or when sent, if sent to the e-mail address of the party.

Governing Law

This Agreement shall be governed and construed under the laws of the state or commonwealth in which You are located. This Agreement shall be construed without regard to any presumptions or rules requiring construction against the party causing the instrument to be drafted. 

Headings

Captions in this Agreement are used for convenience only and shall not limit, broaden, or qualify the text.

Entire Agreement

This Agreement, along with the Terms of Service and Privacy Policy, contains the entire agreement between the parties regarding the subject matter of this Agreement, and supersedes all prior oral and written understandings and agreements regarding the subject matter of this Agreement.   If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

CLINICAL SERVICES WARNING/DISCLAIMER

You understand and agree that email and the internet should never be used to access medical care in the event of an emergency, or any situation that you could reasonably expect may develop into an emergency. You agree that in the event of an emergency, you shall call 911 and/or seek treatment at the nearest emergency medical assistance provider, and follow the directions of emergency medical personnel.

Disclosures

All Kadance personnel and Third-Party Providers that provide Clinical Services through the Platform hold appropriate professional licenses issued by the applicable professional licensing boards in the states where they provide Clinical Services, hold appropriate professional degrees and have undergone appropriate training, and/or have other applicable education, experience and certification. You can report a complaint relating to the Clinical Services provided by Kadance or any Third-Party Provider by contacting the appropriate professional licensing board in the state where the Clinical Services were received. In a professional relationship, sexual intimacy is never appropriate and should be reported to the board that licenses, registers, or certifies the licensee. 

You can find the contact information for each of the state professional licensing boards governing medicine on the Federation of State Medical Boards website at:

http://www.fsmb.org/state-medical-boards/contacts

Any clinical records created as a result of your use of the Platform will be securely maintained by Kadance or the applicable Third-Party Provider for a period that is no less than the minimum number of years such records are required to be maintained under state and federal law, and which is typically at least six years.

Please report any violations of this Agreement to customerservice@kadance.com.

USER BILL OF RIGHTS

Many states have adopted a patient bill of rights that may be applicable to individuals who receive Clinical Services from Kadance or the Third-Party Providers. Some of those states require that Kadance or the Third-Party Providers provide a copy of the bill of rights to their patients. The portion of any such bill of rights relevant to any Clinical Services provided to You through the Platform or otherwise by Kadance or the Third-party Providers is provided here on behalf Kadance and the Third-Party Providers. Please note that many patient bill of rights include patient responsibilities as well. 

• A User has the right to be treated with courtesy and respect, with appreciation of his or her individual dignity, and with protection of his or her need for privacy.

• A User has the right to a prompt and reasonable response to questions and requests within the context of the Clinical Services.

• A User has the right to know who is providing Clinical Services and who is responsible for his or her care.

• A User has the right to know what support services are available, including whether an interpreter is available if he or she does not speak English.

• A User has the right to know what rules and regulations apply to his or her conduct.

• A User has the right to be given information by the Third-Party Providers concerning diagnosis, planned course of treatment, alternatives, risks, and prognosis.

• A User has the right to refuse any Clinical Services unless otherwise required by law.

• A User has the right to receive a copy of a reasonably clear and understandable, itemized bill and/or receipt for Non-Covered Services and, upon request, to have the charges explained.

• A User has the right to impartial access to the Clinical Services, regardless of race, national origin, religion, handicap, or source of payment, subject to the technical limitations of the Clinical Services.

• A User has the right to express grievances regarding any violation of his or her rights, as stated in state law, through the grievance procedure of Kadance or the Third-Party Provider that served him or her and to the appropriate state licensing agency. 

• A User is responsible for providing to the Third-party Provider, to the best of his or her knowledge, accurate and complete information about present complaints, past illnesses, hospitalizations, medications, and other matters relating to his or her health.

• A User is responsible for reporting unexpected changes in his or her condition to Kadance or the Third-Party Provider providing Clinical Services, as applicable.

• A User is responsible for reporting to Kadance or the Third-Party Provider providing Clinical Services whether he or she comprehends a contemplated course of action and what is expected of him or her.

• A User is responsible for following the treatment plan recommended by Kadance or the Third-Party Provider, as applicable.

• A User is responsible for his or her actions if he or she refuses treatment or does not follow Kadance’s or the Third-Party Provider’s instructions, as applicable. 

STATE SPECIFIC NOTIFICATIONS

FOR CALIFORNIA RESIDENTS

• You or your legal representative retain the option to withhold or withdraw consent to receive Clinical Services through the Platform at any time without affecting your right to future care or treatment or risking the loss orwithdrawal of membership or Policy benefits to which You or Your legal representative would otherwise be entitled.

• All existing confidentiality protections apply.

• All existing laws regarding patient access to medical information and copies of medical records apply.

• Dissemination of any of Your identifiable images or information from the Clinical Services to researchers or other entities shall not occur without Your consent.

• All provisions herein, including Your informed consent to receive Clinical Services via the Platform are for the benefit of Kadance and the Third-Party Providers as well as for your benefit.

• Medical doctors providing Clinical Services to Users located in California are licensed and regulated by the Medical Board of California.  To check up on a license or to file a complaint go to www.mbc.ca.gov, email licensecheck@mbc.ca.gov, or call (800) 632-2322.

• Physician assistants are licensed and regulated by the Physician Assistant Board of California, www.pab.ca.gov or (916) 561-8780.

FOR CONNECTICUT, OHIO, UTAH, AND TEXAS RESIDENTS

• If You would like the record of any Clinical Services provided to be forwarded to another provider, please include the name and contact information in a message to customerservice@kadance.com.

FOR FLORIDA RESIDENTS

• Each Third-Party Provider who is a physician is a physician licensed by the Florida Board of Medicine or the Florida Board of Osteopathic Medicine.   Provider’s hours are variable. 

FOR GEORGIA RESIDENTS

• The User has the right to file a grievance with the Georgia Composite Medical Board concerning any Third-Party Provider who is a physician, as well as against any physician’s staff, office, and treatment received. The User should either call the Board with such a complaint or send a written complaint to the Board. The User should be able to provide the physician or Third Party Providers name, the address, and the specific nature of the complaint. The Georgia Composite Medical Board current phone number is (404) 656-3913 and the address is 2 Peachtree Street NW, 6 th Floor, Atlanta, GA 30303-3465

FOR INDIANA RESIDENTS

• Unless Kadance or Your Third-Party Provider specifically discloses otherwise, with the exception of charges for Clinical Services delivered to Users directly, Third-Party Providers do not have any financial interest in any information, products, or services offered through the Platform.

• You may access, supplement and amend your personal health information that you have provided to Kadance or the Third Party Providers, as applicable, and you may provide feedback regarding the Platform and the quality of Clinical Services, and you may register complaints, including information regarding filing a complaint with the Consumer Protection Division Office of the Attorney General.  Notice Concerning Complaints

• You may either file a complaint online or download the appropriate complaint form. If downloading, you must complete, sign, print, and mail it, along with copies of all relevant supporting documentation to: § Consumer Protection Division Office of the Indiana Attorney General 302 W. Washington St., 5th Floor Indianapolis, IN 46204 § You can also request a complaint form by calling (800) 382-5516 or (317) 232-6330. FOR KANSAS RESIDENTS

• Notice to Users

• Required Signage for K.A.R. 100-22-6 Prepared by the State Board of Healing Arts April 5, 2007

• It is unlawful for any person who is not licensed under the Kansas Healing Arts Act to open or maintain an office for the provision of the healing arts in Kansas.  Clinical Services provided to individuals located in Kansas are provided by a person who is licensed to provide the healing arts in Kansas

• Questions and concerns regarding this Agreement may be directed to:

•  KANSAS STATE BOARD OF HEALING ARTS 800 SW Jackson, Lower Level – Suite A, Topeka, Kansas 66612 --  PHONE: (785) 296-7413 TOLL FREE: 1(888) 886-7205 FAX: (785) 368-7102 WEBSITE: www.ksbha.org 

FOR LOUISIANA RESIDENTS

• In addition to any informed consent and right to privacy and confidentiality pursuant to state and federal law or regulations, this Agreement informs you of the relationship among and between Kadance, the Third-Party Providers, and You, and you have the right to be informed of the respective role of any other health care provider who provides Clinical Services; You may decline to receive Clinical Services and may withdraw from such care at any time.

FOR MARYLAND RESIDENTS

•  Kadance and the Third Party Providers verify the identity of the individual transmitting the communication: after the initial verification, we will verify Your identification through the assignment and use of a unique username and password combination. When You sign into the Platform, your username and password identify You.

• Access to data via the Platform is restricted through the use of unique usernames and passwords. The username and password assigned to You are personal to You and You must not share them with any other individual.

• You may access the Third- Party Providers’ Notices of Privacy Practices by accessing their websites, as further described in the [Privacy Policy]. During any appointment with Kadance or a Third-Party Provider, Kadance or the Third- Party Provider, as applicable, will communicate with You and respond to Your questions.

• A primary difference between telehealth and direct in-person service delivery is the inability to have direct physical contact with You.

• The quality of transmitted data may affect the quality of Clinical Services provided by Kadance, the Third-Party Providers or their respective Clinicians

• It may not be possible to make changes in the Platform or otherwise during delivery of Clinical Services.

• Telemedicine services may not be provided by correspondence only.  Clinical Services must be delivered by either audio or audio-visual devices. 

FOR MINNESOTA RESIDENTS

•  Disclosures of Your health records without Your written consent shall be made in accordance with state and federal law regarding privacy and confidentiality.  Examples of such disclosures include, but are not limited to, for specific public health activities, for health oversight activities, for judicial and administrative proceedings, for specific law enforcement purposes. 

• You have the right to access and obtain copies of Your health records and other information about You that is maintained by Kadance and the Third-Party Providers.  For more specific information regarding Your rights to access to health records, please refer to the Minnesota Department of Health Notices Related to Health Records at health.state.mn.us/facilities/notices/index.html 

FOR OKLAHOMA RESIDENTS

• You always retain the option to withhold or withdraw consent from obtaining Clinical Services via the Platform. If You decide that You no longer wish to obtain Clinical Services via the Platform, it will not affect Your right to future care or treatment, nor will You risk the loss or withdrawal of any Health Plan benefits to which You would otherwise be entitled.

• User access to all medical information transmitted during a telemedicine interaction is guaranteed by Kadance and the Third-Party Providers and copies of this information are available at stated costs, which shall not exceed the direct cost of providing the copies.

• All existing confidentiality protections apply.

• Dissemination of any of any of Your identifiable images or information from the telemedicine interaction to researches or other entities shall not occur without Your consent. 

FOR OREGON RESIDENTS

• Your membership or Policy requires that you receive the Clinical Services from Kadance and its Third Party Providers.  If You choose to obtain any of the Clinical Services from any provider or facility other than those covered by your membership or Policy, You are responsible for determining whether the extent or limitation of any Health Plan or other coverage you may have for the services provided by your chosen provider or at your chosen facility.  

FOR TEXAS RESIDENTS

• An additional in-person medical evaluation may be necessary to meet Your needs if Kadance or the Third-Party Providers are unable to gather all the clinical information via the Platform to safely provide Clinical Services.

• Unless otherwise specifically disclosed to you, with the exception of payment for the provision of Clinical Services and Non-Covered Services delivered to Users, neither Kadance nor the Third-Party Providers have any financial interest in any information, products, or services offered through the Platform.

• NOTICE CONCERNING COMPLAINTS

• Complaints about physicians, as well as other licensees and registrants of the Texas Medical Board, including physician assistants, acupuncturists, and surgical assistants may be reported for investigation at the following address: § Texas Medical Board Attention: Investigations 333 Guadalupe, Tower 3, Suite 610 P.O. Box 2018, MC- 263 Austin, Texas 78768-2018, Assistance in filing a complaint is available by calling the following telephone number: 1-800-201-9353, For more information please visit the website at www.tmb.state.tx.us 

FOR VIRGINIA RESIDENTS

• Kadance or the Third Party Providers, as applicable, will maintain your records while You are an active member or Policy holder.  In addition, Kadance or the Third Party Providers shall maintain Your records for a minimum of six (6) years following Your last encounter with Kadance or the Third-Party Provider, as applicable, with the following exceptions, to the extent applicable: 

• Records that have previously been transferred to another practitioner or health care provider or provided to the User or his personal representative; or

• Records that are required by contractual obligation or federal law to be maintained for a longer period of time.

• User records will only be destroyed in a manner that protects confidentiality.

• For more information from the Virginia Department of Health Professions, go to www.dhp.virginia.gov/Medicine.

• Kadance and Third Party Providers will obtain identification information on each User.

• Kadance and the Third Party Providers offer a variety of types of activities using telemedicine services. These include but are not limited to: diagnosis of both acute and chronic medical conditions, ordering of laboratory testing, and other diagnostic testing, education, and appointment scheduling.

• The User agrees that it is the role of the clinician to determine whether or not the condition being diagnosed and/or treated is appropriate for a telemedicine encounter.

• Kadance and the Third-Party Providers use reasonable security measures with respect to telemedicine services to ensure User’s protected health information is secure. Kadance and the Third-Party Providers utilize secure servers for storage of User information. All computers are password protected and the Platform is password protected.

• Notwithstanding such measures there is still potential risk to privacy.

• Users will hold Kadance, the Third Party Providers and their respective Clinicians harmless for information lost due to technical failure.

• Kadance, the Third Party Providers and their respective Clinicians will obtain express User consent to forward User-identifiable information to a third party as required by applicable law. 

FOR WISCONSIN RESIDENTS

• You have the right to request and receive information within a reasonable period of time after your request after Clinical Services are provided by Kadance or the Third Party Providers.

By signing where indicated below, I hereby authorize the release of the following information:

- The results of any hereditary cancer risk and pharmacogenomic testing performed by Kailos Genetics, LLC or such other genetic testing laboratory then under contract with Kadance to perform genetic testing pursuant to your membership, insurance policy or that certain Rider to your insurance policy (“Policy”); and

- The report of any counseling regarding the results of such genetic testing created by my health care provider at SteadyMD or such other practice who performed the counseling services pursuant to the membership or Policy as described above;

To the following individuals or entities, and for the following purposes:

- Kadance, Inc., for access by its Nurse Navigators to facilitate access to the benefits available to me as further described in the membership or Policy; and

- Protean Biodiagnostics or such other genetic testing laboratory then under contract with Kadance to perform additional genetic testing should I later be diagnosed with a disease for which benefits are available to me as further described in the membership or Policy.

This Authorization is valid for so long as I maintain the membership or Policy.

- This authorization is effective for the above requested and authorized health care information only. I acknowledge that I may ask for and receive a copy of this authorization form.

- This authorization will expire upon the termination or expiration of the membership or Policy.  Additionally, I understand that I may revoke this authorization at any time by submitting a written request to privacy@kadance.com. I understand that my revocation will be honored except to the extent that has been relied upon in good faith while in force.

- The information I am authorizing to be released could be re-released or disclosed by the recipient. Such additional disclosures or releases may not be prohibited by law. Neither Kadance nor any of its contractors is responsible for the actions of others who may be provided with information released as a result of this authorization.

- I understand that I may refuse to sign this authorization. Such refusal will not affect my ability to obtain the benefits described in the membership or Policy, but it may delay my access to such benefits.

INFORMED CONSENT FOR GENETIC TESTING
Kadance, Inc.

By signing where indicated below, I acknowledge and agree that I understand and freely give my consent to the following genetic testing:

Hereditary Cancer Risk Test

Purpose and Description:  I hereby consent to participate in the following genetic test:  Hereditary Cancer Risk Test performed by Kailos Genetics, a wholly owned subsidiary of Kadance, Inc. I understand that the purpose of this test is to look for mutations or genetic alterations known to be associated with a hereditary risk of developing certain cancers.

I understand that a biologic specimen will be obtained from me via an at-home, do-it-yourself cheek swab or saliva test. I understand that this biologic specimen will be analyzed using state-of-the-art sequencing technology to detect genetic variations that may increase my risk of developing certain cancers.

Principle of the Test

This test employs the proprietary and patented TargetRich™ methodology for capturing specified regions of the human genome, applying adapters enabling specific enrichment of these regions over background and the subsequent sequencing of the resulting DNA. This is a laboratory developed test (LDT).

Limitations:  There is a possibility that genetic variants that increase cancer risk are not identified by this test either because of the technical limitations of the assay or because of an incomplete understanding of the significance of variants detected. This test cannot predict all conditions that I may be at risk of developing; likewise, a negative result does not guarantee that I will not develop a specific condition. 

This test should not be used for bone marrow transplant recipients as the presence of donor DNA in the recipient’s sample can lead to inaccurate test results or interpretation.
 

It may not always be possible to complete testing, as sometimes the sample does not have enough DNA to perform testing or for other reasons. In these cases, another sample may need to be sent to the laboratory to perform testing.

As in any laboratory testing, there is a chance that an error may occur.  

Availability of Genetic Counseling:  I have had the opportunity to review the educational content provided by Kadance in my test kit box and on the Kadance portal, including the video entitled “Things to Consider When Taking a Heritable Cancer Test.”  I also have been provided the opportunity to contact Kadance customer service to schedule genetic counseling should I so desire before giving my consent to testing. I further understand that I will have the opportunity to review the results of this genetic test via video visit with a genetic counselor after the testing is complete.

Meaning of a Positive Result:  A positive result is an indication that I may be predisposed to the condition described above. A positive result does not mean that I have cancer currently or that I will develop cancer in the future, only that I am at higher risk of developing cancer than the general population. I understand that it is important that I speak with a genetic counselor about these results.  Test results may or may not warrant further testing or additional physician consults.

Meaning of a Negative Result:  Generally, a negative result is an indication that I am not predisposed to, or at a higher risk for, the disease or condition described above.  There is a chance, however, that I may have this genetic condition but that the genetic test results will be negative. Due to limitations in technology and incomplete knowledge of genes, some changes in DNA or protein products that cause disease may not be detected by the test.  In addition, there may be a possibility that the laboratory findings will be uninterpretable.  Further, I understand that only a small percentage (around 8-10%) of cancer is hereditary, so I am still at risk of cancer due to other risk factors and as such should receive regular cancer screening as directed by my physician.

Meaning of QNS (Quantity Not Sufficient): The submitted sample had either an

insufficient quantity or quality of DNA. Another sample should be collected and

resubmitted in order to complete testing.

Disclosure of Results:  No tests other than those authorized shall be performed on the biological sample. Because of the complexity of genetic testing and the important implications of the test results, the results of this testing will be reported only through a physician, genetic counselor, or other identified health care provider, unless otherwise required by law. The results are confidential to the extent allowed by law. They will be released to other medical professionals or other parties only with my written consent or as otherwise allowed by law. We follow all confidentiality laws pertaining to protected health information. Participation in genetic testing is completely voluntary.

The US government has enacted several laws to protect genetic information, including the Genetic Information Non-discrimination Act (GINA). These laws prevent insurance companies from using your genetic information to deny health insurance coverage, but the law does not cover life insurance, disability insurance or long- term care insurance. Please be aware of any applicable state laws and applicable terms of any active insurance policies. For more information, please visit https://www.genome.gov/about-genomics/policy-issues/Genetic-Discrimination.

Retention of Specimen:  I understand that my specimen will only be used for the genetic testing as authorized by my consent and that my specimen will not be used for research purposes without my consent.

Only Kailos Genetics and contracted partners will have access to the sample(s) provided to conduct the requested testing. 

After testing is complete, the leftover sample will be retained in accordance with the Kailos Genetics laboratory retention policy. The de-identified samples may be used by the laboratory for test development and improvement, internal validation, quality assurance, and training purposes.  Leftover samples from residents of New York state will not be retained for more than 60 days after the receipt of the sample and will not be used for test development, quality assurance, validations, or training.

Genes Covered by the Test:

The testing will be performed by Kailos Genetics using Expedio Hereditary Cancer Risk Test. This test sequences 33 genes in total. The analysis and reporting of clinically significant variants will be performed on 26 of these genes, including APC, ATM, BARD1, BMPR1A, BRCA1, BRCA2, BRIP1, CDH1, CDKN2A, CHEK2, FH, FLCN, MLH1, MSH2, MSH6, MUTYH, NF1, PALB2, PMS2, PTEN, RAD51C, RAD51D, SDHB, SMAD4, STK11, and TP53 for which there is sufficient sequencing coverage offered by the test and which are supported by the National Comprehensive Cancer Network guidelines for cancer risk evaluation. Excluded genes are EPCAM, MRE11A, NBN, RAD50, RINT1, VHL and XRCC2. The results from these genes will be masked from data review for reporting. 

The assay is not designed for detection of large insertions/deletions. Validation of the assay demonstrated reproducible detection of deletions of up to 24 bp. This assay will not detect balanced translocations, inversions, uniparental disomy, and imprinting defects.

It is recognized that clinical significance of the variants in genes relevant for cancer predisposition, particularly variants of unknown significance (VUS), can be reclassified as more evidence of their significance emerges.  Kailos will provide reassessment of the test results for the past tests upon request from the patient AND his/her physician.

It is Kailos Genetics’ policy to report incidental findings, meaning any clinically significant variant in the excluded genes will be reported, if incidentally identified.

BY AGREEING WHERE INDICATED BELOW, I ACKNOWLEDGE THAT I UNDERSTAND AND AGREE WITH THE FOLLOWING: 

 
- I consent to having my sample tested as described above. I understand that the purpose of this test is to look for mutations or genetic alterations known to be associated with a hereditary risk of cancer and this is not a screening test for presence of the disease.

- I have the right to withhold or withdraw my consent to the above genetic testing, without affecting my right to future care or treatment. Any such withdrawal will not affect services provided prior to the date of the withdrawal.

- My signature indicates that the risks, benefits, and limitations of the testing have been explained to me.

- I have the authority to consent on my own behalf, or on behalf of a patient 18 years old or older, who I legally represent.

- I can access a copy of this consent form at 844-646-6427.    

LAST UPDATED:  May 2, 2025

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INFORMED CONSENT FOR TELEMEDICINE CONSULT

Kadance, Inc.

INFORMED CONSENT FOR TELEMEDICINE CONSULT

By signing where indicated below, I acknowledge and agree that I understand and freely give my consent to the following genetic testing and subsequent genetic consult via telemedicine:

TELEMEDICINE CONSENT

Telemedicine involves the use of electronic communications technologies to enable the transfer of medical/health and other information between a health care provider and user who are in different locations. Telemedicine technologies may include interactive two-way audio and video, interactive audio, asynchronous chat-based care, management of user medical records, medical images, e-mail, output data from medical devices, and sound and video files. Information conveyed using telemedicine may be used for the diagnosis, treatment, follow-up and/or education of users. 

- I understand that I may be offered a telemedicine consultation with a genetic counselor, clinical pharmacist, Oncology Nurse Navigator or other health care provider (Provider), which will be conducted through videoconferencing technology and the Provider will not be present in the room with me. 

- I understand there are potential risks to the use of telemedicine technology, including but not limited to, interruptions, delays, unauthorized access, and or other technical difficulties.  I understand that either my Provider or I can discontinue the telemedicine appointment if the technical connections are not adequate for my visit.

- I understand that I could seek an in-office visit for my care elsewhere, and I am choosing to participate in a telemedicine consultation with a Provider.

- To protect the confidentiality of my health information, I agree to undertake my telemedicine consultation in a private location, and I understand that my Provider will similarly be in a private location.

BY AGREEING WHERE INDICATED BELOW, I ACKNOWLEDGE THAT I UNDERSTAND AND AGREE WITH THE FOLLOWING: 

- I may suspend or terminate access to telemedicine services at any time for any reason or for no reason.

- I understand that if I am experiencing a medical emergency, that I will be directed to dial 9-1-1 immediately and that neither Kadance nor my Provider may be able to connect me directly to any local emergency services. 

- There is a risk of technical failures during the telemedicine encounter beyond the control of Kadance or any Provider. I agree to hold harmless Kadance and the Provider for delays in evaluation or for information lost due to such technical failures. 

- I can access a copy of this consent form by calling customer service at 844-646-6427.

THIS NOTICE DESCRIBES HOW INFORMATION ABOUT YOU MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY.

This Notice of Privacy Practices (the “Notice”) tells you about the ways the Laboratories, and Practices affiliated with Kadance, Inc. may use and disclose your protected health information (“PHI”) and your rights and our obligations regarding the use and disclosure of your PHI.  The “Laboratories and Practices” refer to, and this Notice applies to the Laboratories and Practices with which Kadance, Inc. contracts, including but not limited to Kailos Genetics and Protean Biodiagnostics (collectively, the “Laboratories”) and SteadyMD and Protean Biodiagnostics (collectively, the “Practices”), and their respective workforce members.

PHI is information about you, including demographic information, that may identify you and that relates to your past, present or future physical health or condition, treatment or payment for health care services.  This Notice also describes your rights to access and control your PHI.

1. LABORATORIES AND PRACTICES OBLIGATIONS

The Laboratories and Practices maintain the privacy of your PHI and notify affected individuals following a breach of unsecured PHI, in each case to the extent required by state and federal law. The Laboratories and Practices provide you this Notice explaining their legal duties and privacy practices with respect to PHI about you. 

2. HOW THE LABORATORIES AND PRACTICES MAY USE AND DISCLOSE PHI ABOUT YOU

The following categories describe the different ways that the Laboratories and Practices typically use and disclose PHI, the purposes for such uses and disclosures, and the reasons for such uses and disclosures.  

- For Treatment. The Laboratories and Practices may use and disclose PHI about you to provide you with health care treatment and related services, including coordinating and managing your health care. The Laboratories and Practices may disclose PHI about you to physicians, nurses, other health care providers and personnel who are providing or involved in providing health care to you (both within and outside of the Laboratories and Practices). For example, should your care require referral to a pharmacy for the provision of prescription drugs, the Laboratories and Practices may provide that pharmacy with your PHI in order to aid the pharmacist in his or her treatment of you.

- For Payment. The Laboratories and Practices may use and disclose PHI about you so that the Laboratories and Practices or may bill and collect from you, an insurance company, or a third party for the health care services the Laboratories and Practices provide. This may also include the disclosure of PHI to obtain prior authorization for treatment and procedures from your insurance plan. While the Laboratories and Practices will not bill you for services provided under  your membership, insurance policy or that certain Rider to your insurance policy, if the Laboratories or Practices provide other services to you for which health insurance coverage is available, they may send a claim for payment to your insurance company, and that claim may have a code on it that describes the services that have been rendered to you. If, however, you pay for an item or service in full, out of pocket and request that the Laboratories and Practices not disclose to your health plan the PHI solely relating to that item or service, as described more fully in Section 4 of this Notice, the Laboratories and Practices will follow that restriction on disclosure unless otherwise required by law.

- For Health Care Operations. The Laboratories and Practices may use and disclose PHI about you for their respective health care operations. These uses and disclosures are necessary to operate and manage the Laboratories and Practices and to promote quality care. For example, the Laboratories and Practices may need to use or disclose your PHI in order to assess the quality of care you receive or to conduct certain cost management, business management, administrative, or quality improvement activities or to provide information to their respective insurance carriers.

- Quality Assurance and Utilization Review. The Laboratories and Practices may need to use or disclose your PHI for their internal processes to assess and facilitate the provision of quality care to their patients. The Laboratories and Practices may need to use or disclose your PHI to perform a review of the services the Laboratories and Practices provide in order to evaluate whether that the appropriate level of services is received, depending on condition and diagnosis.

- Credentialing and Peer Review. The Laboratories and Practices may need to use or disclose your PHI in order to review the credentials, qualifications and actions of their respective health care providers.

- Treatment Alternatives. The Laboratories and Practices may use and disclose PHI to tell you about or recommend possible treatment options or alternatives that the Laboratories and Practices believe may be of interest to you.

- Appointment Reminders and Information about Health Related Benefits and Services. The Laboratories and Practices may use and disclose PHI in order to contact you (including, for example, contacting you by phone and leaving a message on an answering machine) to provide appointment reminders and other information. The Laboratories and Practices may use and disclose PHI to tell you about health-related benefits or services that the Laboratories and Practices believe may be of interest to you. See also the specific types of communications noted above.

- Vendors. There are some services (such as billing or legal services) that may be provided to or on behalf of the Laboratories and Practices through contracts with third parties.  When these services are contracted, the Laboratories and Practices may disclose your PHI to their vendors so that they can perform the jobs the Laboratories and Practices have asked them to do. To protect your PHI, however, the Laboratories and Practices require the vendors, as business associates, to appropriately safeguard your information.

- As Required by Law. The Laboratories and Practices will disclose PHI about you when required to do so by federal, state, or local law or regulations.

- Other. Subject to applicable legal requirements, and where appropriate for your medical care or required by law, the Laboratories and Practices also may use your PHI (i) to avert an imminent threat of injury to health or safety, (ii) for organ donation purposes, (iii) for research, (iv) to appropriate military authorities if you are in the armed forces, (v) for workers’ compensation programs, (vi) for public health activities, (vii) for health oversight activities, (viii) for other legal matters, (ix) for law enforcement purposes, or (x) to coroners and medical examiners.

- Electronic Disclosures of PHI. Under the law of certain states, the Laboratories and Practices are required to provide notice to you if your PHI is subject to electronic disclosure. This Notice serves as general notice that the Laboratories and Practices may disclose your PHI electronically for treatment, payment, or health care operations or as otherwise authorized or required by state or federal law.

- De-Identified Data.  The Laboratories and Practices may de-identify your PHI in accordance with applicable law, such that it no longer can be used to identify you individually.  Once so de-identified, the Laboratories and Practices may use the data alone or in aggregated form for any purpose allowable by law.

3. OTHER USES OF PHI

- Authorizations. There are times the Laboratories and Practices may need or want to use or disclose your PHI for reasons other than those listed above, but to do so the Laboratories and Practices will need your prior authorization. Any uses or disclosures of your PHI not described herein will require your specific written authorization. If you provide us with written authorization to use or disclose your PHI for such other purposes, you may revoke that authorization in writing at any time. If you revoke your authorization, The Laboratories and Practices will no longer use or disclose your PHI for the reasons covered by your written authorization. You understand that the Laboratories and Practices are unable to take back any uses or disclosures the Laboratories and Practices have already made in reliance upon your authorization, and that the Laboratories and Practices are required to retain records of the care that the Laboratories and Practices provided to you.

- Psychotherapy Notes, Marketing and Sale of PHI. Most uses and disclosures of “psychotherapy notes,” uses and disclosures of PHI for marketing purposes, and disclosures that constitute a “sale of PHI” under HIPAA require your authorization. The Laboratories and Practices do not anticipate that they will maintain psychotherapy notes or sell PHI.

4. YOUR RIGHTS REGARDING PHI ABOUT YOU

Certain laws and regulations provide you with certain rights regarding the PHI The Laboratories and Practices have about you. The following is a summary of those rights.

- Right to Inspect and Copy. Under most circumstances, you have the right to request access to, inspect and/or copy your PHI that the Laboratories and Practices maintain in their possession in a designated record set, which generally includes your medical and billing records. If you request a copy of your information, the Laboratories and Practices may charge a fee for the costs of copying, mailing, or certain supplies associated with your request. The fee the Laboratories and Practices may charge will be the amount allowed by state law. In certain very limited circumstances allowed by law, the Laboratories and Practices may deny your request to review or copy your PHI. The Laboratories and Practices will provide any such denial in writing. If you are denied access to PHI, you may request that the denial be reviewed.

- Right to Amend. If you feel the PHI the Laboratories and Practices have about you is incorrect or incomplete, you may ask them to amend the information. In your request, you must provide a reason as to why you want this amendment. If the Laboratories and Practices accept your request, The Laboratories and Practices will notify you of that in writing. The Laboratories and Practices may deny your request for an amendment under certain circumstances.  If The Laboratories and Practices deny your request, The Laboratories and Practices will notify you of that denial in writing, and provide you with an opportunity to appeal.

- Right to an Accounting of Disclosures. You have the right to request an accounting of certain disclosures of your PHI that the Laboratories and Practices have made, except for disclosures which were made pursuant to an authorization, for purposes of treatment, payment or health care operations, or for certain other purposes.  Your request must state a time period, which may not be longer than six years. The first list you request within a twelve-month period will be free. For additional lists, the Laboratories and Practices may charge you a reasonable fee for the costs of providing the list. The Laboratories and Practices will notify you of the cost involved and you may choose to withdraw or modify your request at that time before any costs are incurred.

- Right to Request Restrictions. You have the right to request a restriction or limitation on our use or disclosure of your PHI.  Your request must be in writing and state the specific restriction and to whom you want the restriction to apply.  The Laboratories and Practices are not required to agree to your request for a restriction or limitation, except if the requested restriction is on a disclosure to a health plan for a payment or health care operations purpose regarding a service that has been paid in full out-of-pocket.  If the Laboratories and Practices do agree, The Laboratories and Practices will comply with your request unless the information is needed to provide emergency treatment. In addition, there are certain situations in which the Laboratories and Practices won’t be able to agree to your request, such as when the Laboratories and Practices are required by law to use or disclose your PHI. 

- Right to Request Confidential Communications. You have the right to request that the Laboratories and Practices communicate with you about medical matters in a certain way or at a certain location. For example, you can ask that the Laboratories and Practices only contact you through a personal email address and not at work or, conversely, only at work and not through a personal email address. The Laboratories and Practices will use their best efforts to accommodate all reasonable requests, but there are some requests with which the Laboratories and Practices will not be able comply. Your request must be in writing and specify how and where you wish to be contacted.

- Right to an Email or Paper Copy of This Notice. You have the right to a paper copy of this Notice, upon request, even if you have previously requested its receipt electronically. You may ask for a copy of this Notice at any time. 

- Right to Breach Notification. In certain instances, the Laboratories and Practices may be obligated to notify you (and potentially other parties) if the Laboratories and Practices become aware that your PHI has been improperly disclosed or otherwise subject to a “breach” as defined in and/or required by applicable law.

5. CHANGES TO THIS NOTICE

The Laboratories and Practices reserve the right to change this Notice at any time, along with their respective privacy policies and practices. The Laboratories and Practices reserve the right to make the revised or changed Notice effective for PHI the Laboratories and Practices already have about you as well, as any information the Laboratories and Practices receive in the future. The Laboratories and Practices will post a copy of the current notice, along with an announcement that changes have been made, as applicable, on our website.

6. COMPLAINTS

If you believe that your privacy rights as described in this Notice have been violated, you may file a complaint with Kadance, Inc. on the Laboratories and Practices behalf at:  privacy@kadance.com.

The Laboratories and Practices will not retaliate against any individual who files a complaint. You also may file a complaint with the Secretary of the Department of Health and Human Services.

In addition, if you have any questions about this Notice, please contact privacy@kadance.com. 

7. ACKNOWLEDGEMENT OF RECEIPT OF NOTICE OF PRIVACY PRACTICES

By click signing this agreement, you acknowledge that you have received or been given an opportunity to receive this Notice.

INFORMED CONSENT FOR GENETIC TESTING

Kadance, Inc.

By signing where indicated below, I acknowledge and agree that I understand and freely give my consent to the following genetic testing: Pharmacogenomic Test.

Purpose and Description:

I hereby consent to participate in the following genetic test: Pharmacogenomic Test performed by Kailos Genetics, a wholly owned subsidiary of Kadance, Inc., or by its contracted partners. I understand that the purpose of this test is to identify changes in important pharmacogenes known to be associated with the metabolism of specific medications. Specifically, while the Pharmacogenomic Test may include additional genes for which our knowledge about drug metabolism is still investigational, I understand that I will receive a report on the associations for genes where there is detailed information about how certain medications are dosed and eliminated from the body.  For a complete list of genes evaluated please call Customer Support at 844-646-6427.

Genes Which Will be Reported For Residents of All States Except New York: ABCG2, CYP2B6, CYP2C19, CYP2C9, CYP2D6, CYP3A5, CYP4F2, DPYD, HLA-A, HLA-B, CYP2C Cluster, NUDT15, SLCO1B1, TPMT, UGT1A1, VKORC1.

Genes Which Will be Reported For Residents of New York: CYP1A2, CYP2D6, CYP2C9, CYP2C19, CYP3A4, CYP3A5, CYP4F2, SLCO1B1, VKORC1.

I understand that a biologic specimen will be obtained from me via an at-home, do-it-yourself cheek swab or saliva collection device. I understand that this biologic specimen will be used to determine my metabolic status with regard to how my body may process some medications. 

Limitations:

The information provided by this test is intended as supplementary information solely for use by my treating physician(s). At the time of report generation, the information contained therein will be believed to be current and based upon published scientific literature. 

This test should not be used for bone marrow transplant recipients as the presence of donor DNA in the recipient’s sample can lead to inaccurate test results or interpretation. As in any laboratory testing, there is a chance that an error may occur. 

Availability of Genetic Counseling:

I have had the opportunity to review the educational content provided by Kadance on the Kadance portal, including the video entitled “What to Know Before Requesting Your Pharmacogenomic Test”. I also have been provided the opportunity to contact Kadance customer service to schedule genetic counseling should I so desire before giving my consent to testing. I further understand that I will have the opportunity to review the results of this genetic test via video visit with a pharmacist trained in the interpretation of pharmacogenomic applications after the testing is complete.

Meaning of Test Results:

Importantly, the results of the genetic test, Pharmacogenomic Test are not interpreted as normal or abnormal.  Rather, the results represent variations in the human genome involving genes important to how medications are metabolized.  In general, the results of the Pharmacogenomic Test  aid in the prediction of whether 1 or more medications will affect the body in a slower or faster manner and whether there may be side effects.  

Disclosure of Results:

Because of the complexity of genetic testing and the important implications of the test results, the results of this testing will be reported only through a physician, genetic counselor, pharmacist, or other identified health care provider, unless otherwise required by law. The results are confidential to the extent allowed by law. They will be released to other medical professionals or other parties only with my written consent or as otherwise allowed by law. Medications should never be adjusted based on pharmacogenomic testing results without first consulting your health care professional. 

Retention of specimen:

I understand that my specimen will only be used for the genetic testing as authorized by my consent and that my specimen will not be used for research purposes without my consent.

Only Kailos Genetics and contracted partners will have access to the sample(s) provided to conduct the requested testing. 

After testing is complete, the leftover sample will be retained in accordance with the Kailos Genetics laboratory retention policy. The de-identified samples may be used by the laboratory for test development and improvement, internal validation, quality assurance, and training purposes.  Leftover samples from New York State residents will be destroyed 60 days after sample receipt and will not be used for test development, quality assurance, validations, or training.

BY CHECKING THAT I AGREE AND SUBMITTING THE CONSENT, I ACKNOWLEDGE THAT I UNDERSTAND AND AGREE WITH THE FOLLOWING:

- I consent to the Pharmacogenomic Test. I understand that the purpose of this test is to provide insight into how efficiently my body may process certain medications. 

- I understand that medications should never be adjusted based on pharmacogenomic testing results without first consulting my health care professional. 

- I have the right to withhold or withdraw my consent to the above genetic testing at any time, without affecting my right to future care or treatment. Any such withdrawal will not affect services provided prior to the date of the withdrawal.

- My signature indicates that the risks, benefits, and limitations of the testing have been explained to me.

- I have the authority to consent on my own behalf, or on behalf of a patient 18 years old or older, who I legally represent.

- I can request a copy of this consent form at 844-646-6427.

Consent for GalenusRx Services, including Pharmacogenomic (PGx) Test Results Interpretation and Medication Regimen Evaluation:

You are being offered an opportunity to participate in pharmacy services performed by GalenusRx, Inc. GalenusRx pharmacy services are detailed herein. Your participation is voluntary. You may choose not to participate. You may withdraw your consent at any time.

If you decide to participate and to perform a pharmacogenomic (PGx) test, you will be asked to provide personal health information to GalenusRx including:

• Information about you such as age and sex;

• Information about your medication history, if applicable;

• Identification of your primary health care provider.

A more precise and personalized evaluation may be performed when more complete and accurate information is provided to GalenusRx.

What information does GalenusRx collect?

If you choose to participate, you agree to provide GalenusRx with a complete and accurate list of your current medications. This may include prescription medications and over-the-counter medications (like Tylenol®), and items such as supplements, herbal products (like St. John’s wort), herbal teas, and/or vitamins. For each medication, you agree to provide the name, dose, and how often and when you take it (for example, simvastatin 40 mg daily at bedtime). Your medication information is confidential and will not be shared with others involved in this program. GalenusRx complies to federal and state laws to protect your medical information. GalenusRx may use or disclose protected health information to health care practitioners that are providing, coordinating, or managing your care.

You agree to provide GalenusRx with the contact information for your primary care provider or preferred health care provider (including name, phone number, mailing address, and email address (optional)). Upon successful completion of the PGx test, you hereby request that your PGx test results, and other information you provide to GalenusRx about yourself, are made available to you and your preferred health care provider, and you authorize GalenusRx to transmit such information to you and your health care provider. Results and information may be formatted and transferred in various electronic formats, as requested by your health care provider.

What can I expect to receive from GalenusRx?

A GalenusRx pharmacist will evaluate your medication regimen and your PGx test results. A pharmacist will speak with you on a telephone or telepharmacy call about your PGx results and your medications, if applicable. After this call, the pharmacist will provide you with a patient-friendly Personalized Report. This report includes education on PGx and general information about your PGx test results and what they mean for you. If you are taking medications and/or any type of supplements, the report includes information about your expected response to your medications based on your PGx results.

Do not make any changes to your medication regimen without consulting with your prescribing health care provider. Changing any of your medications without your provider’s input could be harmful to your health. Pharmacists are medication experts who are one aspect of your comprehensive medical care team.

What will be shared with my health care provider?

After your call with our pharmacist, GalenusRx will also share a Personalized Provider Report with your health care provider. This report includes your PGx results and your personalized medication evaluation, if applicable, from GalenusRx. The report may include customized recommendations for your provider to optimize your medication regimen. The information in the report, including our recommendations, is based on the accuracy of the medication information provided. 

We assume no liability if any information unknown to us changes or could change the recommendations provided or if you change or stop your medications without prescriber approval. Further, we assume no liability if you do not follow up with your provider regarding these reports.

What happens if you cannot reach me to discuss my medications and PGx test results?

A GalenusRx pharmacist will attempt to call you three times to discuss your medications and our findings from the personalized medication evaluation. If we are unable to reach you, you acknowledge that GalenusRx will NOT be able to provide you or your health care provider with the personalized summary of your medication evaluation. In this case, you and your provider will receive a copy of your PGx test results from the PGx lab (without your personalized report).

What should I know about PGx testing?

Your PGx results may show that the genes analyzed affect how you process or respond to certain medications. This information may help your health care provider make more informed decisions to optimize your medication’s effectiveness and safety. Your health care provider considers many aspects of your health before choosing the correct and appropriate dose of a medication. Your PGx test results are not intended to diagnose, treat, cure, or prevent any disease. Additionally, PGx testing is limited by which genes are screened based on known genetic variability.

Acknowledgement

I acknowledge that I have read and understand this entire document. I voluntarily consent to undergo this testing and its interpretation, and I specifically acknowledge and consent to the following:

• This PGx Test and Interpretation is intended to tell me about how my genetics may affect how my body processes or responds to certain medications.

• I consent to provide personal health information (PHI) to GalenusRx including my medication list and health care provider contact information.

• I consent to be contacted by GalenusRx about my PGx test results and my medication evaluation.

• Upon completion of the PGx test, my results, and my medication evaluation report, if applicable, will be shared with my health care provider. I consent to have my health care provider contacted about my results.

• My health care provider and I can speak with GalenusRx’s clinical pharmacists. I understand that if I do not speak to a GalenusRx pharmacist, my provider and I will not receive my personalized report (only my PGx results).

• I will not make medication changes or stop prescribed medications without speaking with my health care provider, if applicable.