THESE TERMS CONTAIN A DISPUTE RESOLUTION PROVISION, INCLUDING A LIMITED AGREEMENT TO ARBITRATE, AND A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW SECTION 16 BEFORE YOU AGREE TO THESE TERMS.

1. Acceptance of These Terms; Eligibility

These Terms of Service (these “Terms”) are entered into by and between you, the individual accessing this Site, and Smarter Dx, Inc., together with its affiliates (collectively, “SmarterDx”, “we”, or “us”). These Terms govern your access to and use of www.smarterdx.com and any content, functionality, and information made available on or through that website or any Product (collectively, the “Site”).

These Terms apply to your access to and use of any SmarterDx product, application, or platform that requires a login or account (each, a “Product”), including where you access a Product on behalf of, or in connection with, an organization's relationship with SmarterDx. These Terms govern your conduct as an individual user of the Site and any Product; they are not intended to add to, alter, or supersede the terms of any separate written agreement between SmarterDx and a customer organization, which governs SmarterDx's business relationship with that organization. Where SmarterDx has made additional tool-specific terms of use available to you for a particular Product, those tool-specific terms supplement these Terms and control as to any conflict.

By accessing or using the Site, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Site.

Privacy Policy. By accessing or using the Site, you confirm that you have read, understand, and acknowledge our privacy policy, available at www.smarterdx.com/legal/privacy (the “Privacy Policy”). The Privacy Policy describes our data collection, use, sharing, and other privacy practices for the Site and is incorporated by reference into these Terms.

By using the Site, you represent and warrant that you have reached the age of majority in your place of residence and have the legal capacity to enter into these Terms on your own behalf and, if applicable, on behalf of any entity you represent.

2. Access and Permitted Use

Subject to your compliance with these Terms, SmarterDx grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Site for your own informational purposes relating to SmarterDx and its products and services (the “Permitted Purpose”).

We may withdraw, suspend, or restrict access to the Site, or any part of it, at any time and in our sole discretion, without notice or liability to you. You are solely responsible for making any arrangements necessary for you to have access to the Site, including any hardware, software, or connectivity required.

3. Use Restrictions

You will not, and will not permit or assist any third party to:

Any use of the Site in violation of this Section immediately and automatically terminates your right to access and use the Site.

4. Accounts and Registered Portals

Certain areas of the Site may be accessible only to individuals who have registered and been approved for access (each, a “Portal”, and each such individual, a “Registered User”). Portals may include, without limitation, the Community Board described in Section 5, client dashboards, and other features made available only to current SmarterDx customers, their authorized personnel, or other approved users.

By registering for or using a Portal, you represent that you meet all eligibility requirements SmarterDx has established for that Portal, and you agree to use the Portal only for your own authorized purposes and consistent with these Terms and any agreement between SmarterDx and you or your organization. You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account, and you agree to notify us promptly at legal@smarterdx.com of any suspected unauthorized use of your account or any other breach of security. We may disable any account, at any time and without notice, if we believe, in our discretion, that you have violated these Terms.

5. Community Board

The Site may include a discussion forum, message board, or similar interactive feature intended to allow eligible users to share questions, insights, and best practices with one another and with SmarterDx (the “Community Board”). Access to the Community Board is limited to Registered Users who are current SmarterDx customers or authorized users of a Product acting on behalf of a current SmarterDx customer, as approved by SmarterDx in its discretion.

Your use of the Community Board is also subject to the following:

6. Site Content and Intellectual Property

The Site may contain text, graphics, images, videos, designs, and other materials (collectively, “Site Content”). Unless otherwise indicated, the Site Content is owned by SmarterDx or its licensors and is protected by U.S. and international copyright, trademark, and other intellectual property laws.

You may view and, where the Site expressly permits, download Site Content solely for your own personal, non-commercial, informational use. Except as expressly permitted in these Terms, no right, title, or interest in the Site or the Site Content is transferred to you, and all rights not expressly granted are reserved by SmarterDx and its licensors.

The SmarterDx name and logo, and any other trademarks, service marks, and trade names appearing on the Site (collectively, the “Marks”), are owned by SmarterDx or its licensors. Nothing in these Terms grants you any right to use any Mark without SmarterDx's prior written consent.

7. Feedback and Other Submissions

If you send SmarterDx any question, comment, suggestion, or other feedback regarding the Site or SmarterDx's products, you grant SmarterDx a royalty-free, irrevocable, perpetual, worldwide license to use that feedback for any purpose, without any obligation or compensation to you. You represent that any feedback you provide is your own and does not include any third party's confidential or proprietary information.

8. Text Messaging Program

SmarterDx Support may use text messaging for limited follow-up related to an existing support request.

When text messaging is available for a support request, users may be asked to text START to (888) 533-3120 to opt in to text-based follow-up. Text messages may include updates, troubleshooting assistance, or coordination needed to resolve the open support request.

Message frequency will vary. Message and data rates may apply. Reply HELP for help or STOP to opt out of receiving text messages from SmarterDx Support.

9. Security

SmarterDx uses reasonable administrative, technical, and physical safeguards designed to protect the Site. No method of transmission over the internet, and no method of electronic storage, is completely secure, and SmarterDx cannot guarantee absolute security. If you believe you have discovered a security vulnerability affecting the Site, please contact us immediately at legal@smarterdx.com.

10. Third-Party Content and Links

The Site may contain links to third-party websites, or content and services provided by third parties, as a convenience to you. SmarterDx does not control, and is not responsible for, the content, accuracy, or practices of any third-party site or service, and inclusion of a link does not imply SmarterDx's endorsement. Your use of any third-party site or service is at your own risk and is governed by that third party's own terms and policies.

11. Disclaimer of Warranties

THE SITE AND ALL SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, SMARTERDX DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SMARTERDX DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY INFORMATION MADE AVAILABLE THROUGH THE SITE IS COMPLETE, CURRENT, OR ACCURATE. ANY RELIANCE YOU PLACE ON INFORMATION OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SMARTERDX, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SMARTERDX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL SMARTERDX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE EXCEED ONE HUNDRED DOLLARS ($100.00). YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING IT.

Any cause of action or claim you may have arising out of or relating to these Terms or the Site must be commenced within one (1) year after the cause of action accrues, or it will be permanently barred.

13. Indemnification

You agree to defend, indemnify, and hold harmless SmarterDx and its affiliates, and their respective officers, directors, employees, and agents, from and against any claim, demand, loss, liability, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) your use or misuse of the Site; (b) your violation of these Terms; (c) any Community Content or feedback you submit; or (d) your violation of the rights of any third party.

14. Term and Termination

These Terms apply for as long as you access or use the Site. SmarterDx may suspend or terminate your access to the Site, or any Portal, at any time, with or without cause and without notice. Upon any termination, the restrictions on use, the disclaimers, and the limitations of liability in these Terms will survive.

15. Copyright Policy

SmarterDx respects intellectual property rights and will respond to properly submitted notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that content available on the Site infringes your copyright, please send a written notice to our copyright agent that includes:

Notices should be sent to our copyright agent at legal@smarterdx.com. We may remove or disable access to allegedly infringing material and may terminate the access rights of users who are determined to be repeat infringers.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles.

SmarterDx prefers to resolve disputes informally. Before filing a claim, you agree to contact us at legal@smarterdx.com so that we may attempt to resolve the dispute directly.

If a dispute cannot be resolved informally, SmarterDx may, in its discretion, elect to resolve the dispute through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court. If SmarterDx does not elect arbitration, or with respect to any dispute not subject to such an election, the dispute will be resolved exclusively in the state or federal courts located in New York, New York, and you consent to the personal jurisdiction of those courts.

WHETHER A DISPUTE IS RESOLVED IN ARBITRATION OR IN COURT, YOU AND SMARTERDX EACH WAIVE THE RIGHT TO A JURY TRIAL AND AGREE THAT ANY CLAIM WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

17. Changes to These Terms

We may revise these Terms from time to time at our discretion. Changes are effective when posted to this page, and your continued use of the Site after a change is posted constitutes your acceptance of the revised Terms. We encourage you to review this page periodically.

18. General

These Terms, together with our Privacy Policy and any tool-specific or Portal-specific terms referenced in Sections 1 and 4, constitute the entire agreement between you and SmarterDx regarding the Site and supersede any prior agreements relating to the Site. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect. SmarterDx's failure to enforce any provision is not a waiver of that provision. You may not assign these Terms without SmarterDx's prior written consent; SmarterDx may assign these Terms without restriction. Notices to SmarterDx should be sent to privacy@smarterdx.com or to Smarter Dx, Inc., 4300 Alpha Road, Suite 200, Dallas, TX 75244.

Questions about these Terms? Contact us at legal@smarterdx.com.