Nebula Genomics

Beta Terms of Use

Version 1

Effective Date: November 15, 2018

Last Updated Date: November 15, 2018

Welcome to Nebula Genomics, a company building the world’s largest, most trusted genomic and health data marketplace where everyone can participate to usher in an era of data-driven healthcare.  These terms of service govern your use of our newly launched, pre-marketplace service that is currently available only in a limited functionality beta version.

Please read this Beta Terms of Use agreement (the “Terms of Use” ) carefully. The Terms of Use constitute a legally binding agreement between you and Nebula Genomics, Inc. (“ Nebula ”, “ we ” or “ us ”) that govern your use of this website, and any other websites of Nebula, its affiliates or agents (collectively, the “Website” ).  These Terms of Use govern the use of all internet users visiting the Website, including using the services and resources available or enabled via the website (each a “Service”  and collectively, the “Services” ). By clicking on the “I accept” button, completing the registration process, and/or browsing the Website, you represent that (1) you have read, understand, and agree to be bound by the Terms of Use, (2) you are of legal age to form a binding contract with Nebula, and (3) you have the authority to enter into the Terms of Use.  The term “you”  refers to the individual or legal entity, as applicable, identified as the User when you registered on the website.   If you do not agree to be bound by the Terms of Use, you may not access or use this Website or the Services .

ARBITRATION:  Please be aware that Section 19 of this Agreement, below, contains provisions governing how claims that you and we have against each other are resolved, including, without limitation, any claims that arose or were asserted prior to the effective date of this Agreement. In particular, it contains an arbitration agreement which will, with limited exceptions, require disputes between us to be submitted to binding and final arbitration.  Unless you opt out of the arbitration agreement: (1) you will only be permitted to pursue claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you are waiving your right to seek relief in a court of law and to have a jury trial on your claims.  

Governing Law: Any dispute or claim relating in any way to your use of the site will be governed and interpreted by and under the laws of the Commonwealth of Massachusetts, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.

SUPPLEMENTAL TERMS:  Your use of, and participation in, certain Services may be subject to additional terms ( “Supplemental Terms” ) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY NEBULA IN ITS SOLE DISCRETION AT ANY TIME .  When changes are made, Nebula will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service.  We will also update the “Last Updated” date at the top of the Terms of Use.  If we make material changes to the Terms of Use, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 5.1) or another manner through the Service (which may include posting an announcement on our Website). Nebula may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/ or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Website and/or the Services.  Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

  1. Use of the Services and Nebula Properties.   The Website, the Services, and the information and content available on the Website and in the Services (as these terms are defined herein) (each, a “ Nebula Property ” and collectively, the “Nebula Properties” ) are protected by copyright laws throughout the world.  Subject to the Agreement, Nebula grants you a limited license to reproduce portions of Nebula Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Nebula in a separate license, your right to use any and all Nebula Properties is subject to the Agreement.
  1. Updates .   You understand that Nebula Properties are evolving.  As a result, Nebula may require you to accept updates to Nebula Properties.  You acknowledge and agree that Nebula may update Nebula Properties with or without notifying you.  You may need to update third-party software from time to time in order to use Nebula Properties.
  2. Certain Restrictions .   The rights granted to you in the Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Nebula Properties or any portion of Nebula Properties, including the Website, (b) you will not frame or utilize framing techniques to enclose any trademark, logo, or other Nebula Properties (including images, text, page layout or form) of Nebula; (c) you will not use any metatags or other “hidden text” using Nebula’s name or trademarks; (d) you will not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Nebula Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you will not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you will not access Nebula Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Nebula Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you will not remove or destroy any copyright notices or other proprietary markings contained on or in Nebula Properties. Any future release, update or other addition to Nebula Properties will be subject to the Agreement.  Nebula, its suppliers and service providers reserve all rights not granted in the Agreement.  Any unauthorized use of any Nebula Property terminates the licenses granted by Nebula pursuant to the Agreement.
  3. Third-Party Materials .   As a part of Nebula Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for Nebula to monitor such materials and that you access these materials at your own risk.
  1. Description of the Services.
  1. Definitions.
  1. Genetic Information ” is information regarding your genotype generated through: (i) processing of your saliva by Nebula or (ii) a digital version or report of any such processing made available to you by Nebula or a third party.
  2. Self-Reported Survey Information ” is all information about you, including your disease conditions, other health-related information, personal traits, ethnicity, socioeconomic information, family history, and other information entered by you or on your behalf into surveys, forms, or features while signed in to your Account.
  1. Overview of Beta Services . Nebula has a goal of creating a distributed genomic data generating, sharing and analysis platform where individual data owners are able to take control of their Genomic Information by: (a) determining the academic institutions, non-profit organizations, healthcare organizations, and pharmaceutical or biotech companies (collectively, “ Researchers ”) that will be granted access to such data and (b) receiving compensation for the sharing the Genomic Information and Self-Reported Survey Information to Researchers. However, we are not there yet, and need to launch a beta version of our Services (the “ Beta Services ”) for a period of time (the “ Beta Period ”) in order to gather sufficient information to build a marketplace and efficiently operate the Nebula Properties. The Beta Period will terminate on a date established by Nebula in our sole discretion. During the Beta Period, the Services may include: (i) submitting Self-Reported Survey Information through the Nebula Properties; (ii) submitting a saliva sample for DNA extraction and processing; (iii) uploading a digital version of your Genetic Information from third parties and interacting with it on the Website; and/or (iv) creating and using an Account without providing any Self-Reported Survey Information, saliva sample or Genetic Information. In connection with the Beta Services and all other Services, you authorize Nebula to use and disclose the Genetic Information and the Self-Reported Survey Information in the manner described in your privacy settings.  To be clear, during the Beta Period, you will not be permitted to buy or sell your Genetic Information to Researchers, but you may be eligible to receive certain Promotional Credits (as defined in Section 3.1) that may be used to receive discounted or free DNA sequencing kits in accordance with these Terms of Service. You acknowledge and agree that the Services are provided "AS-IS" and may change following the Beta Period without notification to you. Unless explicitly stated otherwise, each new feature that augments or enhances the current Service, and each new updated version of the Nebula Properties, will be subject to the Terms of Service.
  2. Requirements for Participation in Certain Services . If you contribute or otherwise provide your own Genetic Information or Self-Reported Survey Information, you must be eighteen (18) years of age or older to agree to the Terms of Service on behalf of yourself or those for whom you have legal authority to agree. You may not use the Services outside of the country to which your sample collection kit was shipped from Nebula.
  3. Genetic Processing Services .
  1. Overview of Genetic Processing Service . As used in these Terms of Service, the “ Genetic Processing Services ” refers to your use of a DNA collection kit, processing and handling of your DNA sample and genetic testing of your DNA sample made available through the Nebula Properties. At Nebula’s discretion, Genetic Processing Services may be provided by third-party manufacturers and labs or may be provided in Nebula branded kits and services provided by Nebula directly or through a subcontractor. You acknowledge and agree that Nebula may provide your saliva sample and DNA to other companies, such as laboratories, who help us provide the Genetic Processing Services (“ Labs ”). Once you submit your saliva and DNA sample to Nebula, your saliva and DNA sample cannot be returned to you.
  2. Requirements for Genetic Processing Services . If you contribute or otherwise provide your own Genetic Information or Self-Reported Survey Information, you must be eighteen (18) years of age or older to agree to the Terms of Service on behalf of yourself or those for whom you have legal authority to agree. You agree that Nebula, and the Labs may store your saliva and any extracted DNA or destroy any remaining saliva or DNA sample after your sample has been processed. You also agree:
  1. Any saliva sample you provide is your own;
  2. You will not send us your saliva sample if you have reason to believe you have an active infectious disease;
  3. If you are outside the U.S, you will not send us a sample if sending us a sample would violate any export ban or other restriction in the country in which you reside or from which you are sending the sample;
  4. You will not use the Genetic Processing Services outside of the country to which your DNA sequencing kit was shipped; and
  5. You will not use the information obtained from the Genetic Processing Services (including any downloaded raw DNA data) in whole, in part and/or in combination with any other database, for any medical, diagnostic or paternity testing purpose or for any discriminatory purpose or illegal activity.
  1. Risks Regarding Genetic Processing Services.
  1. Nebula does not endorse, warranty or guarantee the effectiveness of any specific course of action, resources, tests, or other products, procedures, opinions, or other information that may be mentioned through our Genetic Processing Services or through the Nebula Properties. You acknowledge that (a) the state of the understanding of Genetic Information is rapidly evolving and at any given time the Genetic Processing Services only comprehend part of the picture of the role of genetics, and (n) only a trained physician or other health care provider can assess your current state of health or disease, taking into account many factors, including in some cases your genetics as well as your current symptoms, if any. Reliance on any information provided by Nebula, Nebula employees or contractors through the Genetic Processing Services is solely at your own risk.
  2. Prior to submitting a DNA collection kit, Nebula encourages you to talk to a genetic counselor or a health professional in order to make an informed decision about whether the Genetic Processing Services are right for you. A genetic counselor also can help you understand your results of the Genetic Processing Services.
  3. Nebula or third parties offering the Genetic Processing Services may not be able to process your sample, and the Genetic Processing Services may result in errors. Nebula or the third-party labs may not be able to process your sample if your saliva does not contain a sufficient volume of DNA, you do not provide enough saliva, or the results from processing do not meet the necessary standard for accuracy.
  4. Once you obtain your Genetic Information, the knowledge with respect to such information, is irreversible. You should not assume that any information Nebula may be able to provide to you will be welcome or positive. In fact, you may learn information about yourself that are not anticipated or that trouble you (e.g., your father is not genetically your father, or that someone with your genotype may have a higher than average chance of developing a specific condition or disease). These outcomes could have social, legal, or economic implications.
  5. The information you learn through the Genetic Processing Services does not constitute medical advice, and you should not change your health behaviors solely on the basis of information from Nebula. If you have any concerns or questions about what you learn through the Genetic Processing Services, you should contact your physician or other health care provider.
  6. Genetic research is not comprehensive. While we measure many hundreds of thousands of data points from your DNA, only a small percentage of them are known to be related to human traits or health conditions. In addition, many ethnic groups are not included in genetic studies. Because interpretations provided in our Genetic Processing Services rely on published studies, some interpretations may not apply to you. Future scientific research may change the interpretation of your DNA. In the future, the scientific community may show previous research to be incomplete or inaccurate.
  7. You should be cautious with sharing your Genetic Information with others. Although, very few businesses or insurance companies request genetic information, this may change in the future. While the Genetic Information Nondiscrimination Act (GINA) was signed into law in the United States in 2008, its protection against discrimination by employers and health insurance companies for employment and coverage issues has not been clearly defined. In addition, GINA does not cover life, long-term care, or disability insurance providers. You may want to consult a lawyer to understand the extent of legal protection of your Genetic Information before you share it with anybody.
  8. Any Genetic Information that you choose to share with your physician or other health care provider may become part of your medical record. Information found in medical records may be accessible to other health care providers and/or insurance companies in the future. If you are asked by an insurance company whether you have learned Genetic Information about health conditions and you do not disclose this to them, this may be considered to be fraud.
  9. The Genetic Processing Services are for research, informational, and educational use only. Nebula does not provide medical advice. Many of the genetic discoveries that we report have not been clinically validated, and the technology we use, to date has not been widely used for clinical testing. The Services are not intended to be used by the customer for any diagnostic purpose and are not a substitute for professional medical advice. You should always seek the advice of your physician or other health care provider with any questions you may have regarding diagnosis, cure, treatment, mitigation, or prevention of any disease or other medical condition or impairment or the status of your health.
  1. Disclosure of Anonymized User Content .
  1. Anonymized User Content . The Genetic Information and Self-Reported Survey Information is not linked to your name, contact information and other common identifying information when shared with others in accordance with the Terms of Use (collectively, “ Anonymized User Content ”). Please note that Nebula cannot control any personally-identifiable Self-Reported Survey Information that you may share in an open-ended response to one of our surveys.  You acknowledge and agree that you are responsible for protecting and enforcing those rights and that Nebula has no obligation to do so on your behalf.
  2. Sharing of Anonymized User Content .
  1. When registering for an Account, Users will have the option to choose whether their Anonymized User Content may be shared with others. Disclosure of Anonymized User Content to third parties will not occur without explicit consent, unless required by law or in accordance with our Privacy Policy .
  2. If you have given consent for your Anonymized User Content to be shared with researchers, we may disclose your Anonymized User Content to third-party non-profit and/or commercial research partners such as non-profit foundations, academic institutions or pharmaceutical companies.
  1. Privacy Policy . Please refer to our Policy to read about data collection and protection related to your information here:

https://portal.nebula.org/sites/default/files/privacy_policy.html

  1. Promotional Credits .
  1. Overview of Program . From time to time, Nebula may choose to issue a certain number of credits (“ Promotional   Credits ”) to your Account for: (a) referring users to the Services (in accordance with Section 4), (b) submitting Self-Reported Survey Information and/or Genetic Information or (c) any other activity identified by Nebula (the “ Program ”). In addition to any specific rules and descriptions for each issuance of Credits, which are incorporated herein, the following terms apply. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT CREDITS THROUGH THE SITE. Nebula may terminate the Program at any time with or with or without notice.
  2. Issuance of Promotional Credits . The type of Promotional Credits, number of Promotional Credits, and the redemption value of Promotional Credits and any restrictions on the use of Promotional Credits, are issued at Nebula’s sole discretion to the fullest extent of the law. Any Promotional Credits issued can be redeemed through your Account in Nebula’s marketplace (“ Marketplace ”).  Initially, during the Beta Period, the only products and services in the Marketplace are a limited number of DNA sequencing kits to be used in connection with Genomic Processing Services. Future availability of different products or any specific items in the Marketplace is not guaranteed and products or services included in the Marketplace may change without notice. You acknowledge that there are a limited number of DNA sequencing kits available for redemption during the Beta Period.  Once the limited number of DNA sequencing kits are made available, Nebula has no obligation to make additional kits available.  Your receipt of any Promotional Credits does not guarantee that you will be eligible for a free or discounted DNA sequencing kit or any other products or services . In short, the Promotional Credits have no value and may not be redeemable for any products or services .
  3. Shipping Costs . You acknowledge that even if Promotional Credits are redeemed, you may still need to pay for any remaining balance or shipping costs. Any remaining balance on the purchase amount for a given shipment after Promotional Credits are fully redeemed is your sole responsibility.
  4. Rights and Obligations . Promotional Credits are only valid for redemption products in the Marketplace and are void where prohibited or restricted by law. Promotional Credits are promotional in nature and are not legal tender. Promotional Credits are non-transferable, non-exchangeable, have no value and cannot be used for cash back or sold. Nebula also reserves the right, in its sole discretion, to terminate the Program or your participation in the Program at any time, with or without cause, with or without notice, effective immediately, including without limitation if Nebula deems or suspects any violation of these terms and conditions, cheating, fraud or tampering with the operation of Program.
  5. Indemnification . By participating in the Program, you agree to release and hold harmless Nebula, and its affiliates, suppliers, partners, parent companies, subsidiaries, employees, contractors, directors, officers, agents, and representatives, from any and all economic liabilities, claims, damages, loss, harm, costs or expenses, including without limitation property damage, that arise from or relate to in any way the Program and/or use or misuse of Promotional Credits in accordance with Section. THIS SUB-SECTION 3.5 APPLIES ONLY TO ECONOMIC DAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONAL INJURY.
  1. Referrals
  1. Referral Program . These are the Terms and Conditions applicable to the Nebula Genomics Referral Program (the “ Referral Program ”). Under the Referral Program, we offer Registered Users the opportunity to receive Promotional Credits (“ Referral Rewards ”) for each Qualifying Referral (as defined below) who becomes a Registered User (as defined in Section 5.1) in accordance with these Terms and Conditions.  We reserve the right to terminate this Referral Program at any time for any reason. Referral Rewards, once issued ae Promotional Credits, and any issuance of Referral Rewards under the Referral Program will be subject to Section 3 of the Terms of Service, including Section 3.2 stating that the Referral Rewards may initially be redeemed solely for a limited number of DNA sequencing kits to be used in connection with Genomic Processing Services, that future availability of different products or any specific items in the Marketplace is not guaranteed and that your receipt of any Promotional Credits does not guarantee that you will be eligible for a free or discounted DNA sequencing kit or any other products or services.
  2. Qualifying Referrals . In order to receive a Referral Reward, each of the following requirements must be met (collectively, a “ Qualifying Referral ”): (a) you must log in to your Account on the Site and select the “Invite your Friends!” link; (ii) you must share the link provided with friends by copying and pasting the unique referral link generated via the Services to your friends; (c) your friends must not have previously opted out from receiving marketing emails from Nebula, (d) a friend who clicks the link contained in the email must register for an Account and becomes a Registered User.  PLEASE NOTE THAT WHENEVER YOU SHARE YOUR UNIQUE LINK, APPLICABLE LAW REQUIRES YOU TO TELL YOUR FRIENDS THAT YOU ARE ELIGIBLE TO RECEIVE A REFERRAL REWARD FROM NEBULA IF THEY SIGN UP.
  3. Promotion Activities . By permitting you to participate in the Referral Program, Nebula is not authorizing you to make any statements on behalf of Nebula about Nebula, our products and services, or the Referral Program and all such statements are expressly disapproved by Nebula. You agree, however, that Nebula will be identified in the “from” line of any emails sent by you via the Services as the sender. If you choose to make any statement about Nebula, our products and services, or the Program, you do so solely at your own risk and you agree to be solely liable and responsible for such statements.  That said, you agree, and you acknowledge that applicable law requires, that all statements about Nebula and its products and Services made by you will:
  1. be truthful and accurate statements based on publicly available information;
  2. be limited to descriptions of your personal opinion regarding Nebula and its products or services and will not include any claims: related to the alleged performance or quality attributes of any particular product or service, that particular results may be achieved by using any of Nebula’s products or services, or that the products or services are covered by any warranty or cancellation policy other than those published at the Site, if any; and  
  3. be accompanied by a clear, conspicuous statement that any statements made reflect only your opinion and not those of Nebula and that you are eligible to receive compensation from Nebula for each person that purchases a subscription as a result of a referral.
  1. Payment of Referral Rewards . Satisfaction of a Qualifying Referral and the Referral Reward you receive will be reflected in your Account in a commercially reasonable amount of time after the Qualifying Referral has been completed. The Referral Rewards you accrue will be displayed in the form of additional Promotional Credits in your My Account profile page. You may not earn Referral Rewards by creating multiple Accounts. By acquiring Referral Rewards, you agree and acknowledge that Nebula is granting you a limited, revocable license to a digital item, and that Referral Rewards are not your personal property. You may not obtain any cash or money in exchange for Referral Rewards. Unless required by law, Referral Rewards are non-transferable. You are responsible for ensuring that the Referral Rewards that you earn are added to your Account. You agree that you will indemnify, defend, release and hold harmless Nebula from any failure by you to comply with these Referral Program Terms and Conditions.  In addition, Nebula may recover any costs, losses, or expenses incurred by it as a result of you breaching these Referral Program Terms and Conditions by deducting such amount from any Referral Rewards earned by you. This remedy is not Company’s sole and exclusive remedy and we retain all other rights to recover the amount of such expenses, losses, and costs from you.
  1. Registration.
  1. Registering Your Account .   In order to access certain features of Nebula Properties you may be required to become a Registered User.  For purposes of the Agreement, a “Registered User”  is a User who has registered an account on the Website ( “Account” ) and validated his/her Account by completing the initial survey.
  2. Registration Data .   In registering an account on the Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data” ); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Registration Data does not include Self-Reported Survey Information or Genetic Information. You represent that you are (l) at least eighteen (18) years old; (m) of legal age to form a binding contract; and (n) not a person barred from using Nebula Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.  You agree that you will monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Nebula Properties by minors.  You may not share your Account or password with anyone, and you agree to (y) notify Nebula immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Nebula has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Nebula has the right to suspend or terminate your Account and refuse any and all current or future use of Nebula Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you will not have more than one Account per platform.  Nebula reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use Nebula Properties if you have been previously removed by Nebula, or if you have been previously banned from any of Nebula Properties.
  3. Your Account .  Notwithstanding anything to the contrary herein, you acknowledge and agree that you will have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Nebula.
  4. Necessary Equipment and Software .   You must provide all equipment and software necessary to connect to Nebula Properties.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Nebula Properties.  By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to verify your account.
  1. Responsibility for Content.
  1. Types of Content .   You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Nebula Properties (collectively, “Content” ), including Nebula Properties, Self-Reported Survey Information or Genetic Information , is the sole responsibility of the party from whom such Content originated.  This means that you, and not Nebula, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available ( “Make Available” ) through Nebula Properties ( “Your Content” ), and that you and other Users of Nebula Properties, and not Nebula, are similarly responsible for all Content that you and they Make Available through Nebula Properties ( “User Content” ).
  2. No Obligation to Pre-Screen Content .  You acknowledge that Nebula has no obligation to pre-screen Content (including, but not limited to, User Content), although Nebula reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.  In the event that Nebula pre-screens, refuses or removes any Content, you acknowledge that Nebula will do so for Nebula’s benefit, not yours.  Without limiting the foregoing, Nebula will have the right to remove any Content that violates the Agreement or is otherwise objectionable.
  1. Storage . Unless expressly agreed to by Nebula in writing elsewhere, Nebula can terminate its obligation to store any of Your Content that you Make Available on Nebula Properties with reasonable notice to you.  Nebula has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Nebula Properties.  You agree that Nebula retains the right to create reasonable limits on Nebula’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Nebula in its sole discretion.
  1. Ownership.
  1. Nebula Properties .   Except with respect to Your Content and User Content, you agree that Nebula and its suppliers own all rights, title and interest in Nebula Properties (including but not limited to, any games, titles, computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, in-game chat transcripts, character profile information, recordings of games played using a Nebula game client, and Nebula game clients and server software).  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Nebula Properties.
  2. Trademarks .   https://www.nebula.org/assets/img/i-logo@2x.png  and all related graphics, logos, service marks and trade names used on or in connection with any Nebula Properties or in connection with the Services are the trademarks of Nebula and may not be used without permission in connection with your or any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in Nebula Properties are the property of their respective owners.
  3. Other Content .   Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in Nebula Properties.
  4. Your Content .   Nebula does not claim ownership of Your Content.  However, when you as a User post or publish Your Content on or in Nebula Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.  
  5. License to Your Content .   You grant Nebula, its affiliated companies, sublicensees and successors and assigns a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Registration Data and Anonymized User Content that you Make Available through the Services. You acknowledge and agree that this license includes a right for Nebula to make such Registration Data and Anonymized User Content  available to other companies, organizations, or individuals with whom Nebula has relationships, and to use such Registration Data and Anonymized User Content  in connection with the provision of those services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Registration Data and Anonymized User Content , has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above .   You agree that you, not Nebula, are responsible for all of Your Content that you Make Available on or in Nebula Properties.
  6. Genetic and/or Self-Reported Survey Information License .
  1. We will not disclose Anonymized User Content to third parties without consent as provided by you as part of the registration process, unless required by law or in accordance with the Terms of Use and Privacy Policy.
  2. Your saliva sample, once submitted to and analyzed by Nebula or the Lab, is processed in an irreversible manner and cannot be returned to you. Any Genetic Information derived from your saliva remains your information, subject to rights we retain as set forth in the Terms of Service.
  1. Your Profile .  Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Nebula in its sole discretion.  You may not post or submit for print services a photograph of another person without that person’s permission.
  2. Feedback .   You agree that submission of any ideas, suggestions, documents, and/or proposals to Nebula through its suggestion, feedback, wiki, forum or similar pages ( “Feedback” ) is at your own risk and that Nebula has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Nebula a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Nebula Properties and/or Nebula’s business.
  1. User Conduct.   As a condition of your use of the Nebula Properties, you agree not to use Nebula Properties for any purpose that is prohibited by the Terms of Service or by applicable law. You will not (and will not permit any third party) either (a) take any action or (b) Make Available any Content on or through Nebula Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Nebula’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Nebula; (vi) interferes with or attempt to interfere with the proper functioning of Nebula Properties or uses Nebula Properties in any way not expressly permitted by the Terms of Service; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Nebula Properties, including but not limited to violating or attempting to violate any security features of Nebula Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Nebula Properties, introducing viruses, worms, or similar harmful code into Nebula Properties, or interfering or attempting to interfere with use of Nebula Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Nebula Properties.  
  2. Investigations.   Nebula may, but is not obligated to, monitor or review Nebula Properties and Content at any time.  Without limiting the foregoing, Nebula will have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law.  Although Nebula does not generally monitor user activity occurring in connection with Nebula Properties or Content, if Nebula becomes aware of any possible violations by you of any provision of the Agreement, Nebula reserves the right to investigate such violations, and Nebula may, at its sole discretion, immediately terminate your license to use Nebula Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
  3. Third-Party Services.
  1. Third-Party Websites, Applications and Ads .  Nebula Properties may contain links to third-party websites ( “Third-Party Websites”) and advertisements for third parties ( “Third-Party Ads” ).  When you click on a link to a Third-Party Website or Third-Party Ad, we will not warn you that you have left Nebula Properties and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites and Third-Party Ads are not under the control of Nebula.  Nebula is not responsible for any Third-Party Websites or Third-Party Ads.  Nebula provides these Third-Party Websites and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Ads, or any product or service provided in connection therewith.  You use all links in Third-Party Websites and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
  1. Fees and Purchase Terms.
  1. Payment .   You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.  You must provide Nebula with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account ( “Payment Provider” ), or purchase order information as a condition to signing up for the Services.  Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Agreement to determine your rights and liabilities. You acknowledge that even if Promotional Credits are redeemed for any purchases, you may still need to pay a balance to cover the full costs of any goods or services. By providing Nebula with your credit card number or PayPal account and associated payment information, you agree that Nebula is authorized to immediately invoice your Account for all fees and charges due and payable to Nebula hereunder and that no additional notice or consent is required.  You agree to immediately notify Nebula of any change in your billing address or the credit card or PayPal account used for payment hereunder.  Nebula reserves the right at any time to change its prices and billing methods, either immediately upon posting on Nebula Properties or by e-mail delivery to you.
  2. Taxes .   Nebula’s fees are net of any applicable Sales Tax.  If any Services, or payments for any Services, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Nebula, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Nebula for any liability or expense we may incur in connection with such Sales Taxes.  Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax”  will mean any sales or use tax, and any other tax measured by sales proceeds, that Nebula is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sale or use tax.
  3. Withholding Taxes .   You agree to make all payments of fees to Nebula free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to Nebula will be your sole responsibility, and you will provide Nebula with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
  4. Advertising Revenue .   Nebula reserves the right to display Third-Party Ads before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that Nebula has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Nebula as a result of such advertising).
  5. Disputes .   Unless otherwise provided by the applicable payment processor or payment platform used in connection with your payment for Services, you must notify us in writing within seven (7) days after receiving your credit card statement if you dispute any of our charges on that statement or such dispute will be deemed waived.  Billing disputes should be notified to the following address: Nebula Genomics, Inc., 73 Summer Street, Apt. 401, San Francisco, CA 94103.
  6. Third-Party Provider .   The Nebula uses Stripe Inc. (“ Stripe ”) as the third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services).  By using the Services, you agree to be bound by Stripe’s US Terms of Service available at https://stripe.com/us/terms   and Privacy Policy available at https://stripe.com/us/privacy . You hereby consent to provide and authorize Nebula and Stripe to share any information and payment instructions you provide to the extent required to complete payment transactions in accordance with the Terms of Use, including personal, financial, credit card payment, and transaction information.  
  1. Indemnification.   You agree to indemnify and hold Nebula, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “ Nebula Party ” and collectively, the “Nebula Parties” ) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Nebula Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations.  Nebula reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Nebula in asserting any available defenses.  This provision does not require you to indemnify any of the Nebula Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Nebula Properties.
  2. Disclaimer of Warranties and Conditions.
  1. As Is .  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF NEBULA PROPERTIES IS AT YOUR SOLE RISK, AND NEBULA PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  NEBULA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE AND SERVICES.  
  1. NEBULA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) NEBULA PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF NEBULA PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF NEBULA PROPERTIES WILL BE ACCURATE OR RELIABLE.
  2. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH NEBULA PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS NEBULA PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
  3. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  NEBULA MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NEBULA OR THROUGH NEBULA PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
  5. NEBULA DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, NEBULA SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.
  6. FROM TIME TO TIME, NEBULA MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT.  SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT NEBULA’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
  1. No Liability for Conduct of Third Parties .   YOU ACKNOWLEDGE AND AGREE THAT NEBULA PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD NEBULA PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND LABS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
  2. No Liability for Conduct of Other Users .   YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF NEBULA PROPERTIES. YOU UNDERSTAND THAT NEBULA DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF NEBULA PROPERTIES.  
  1. Limitation of Liability.
  1. Disclaimer of Certain Damages .   YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL NEBULA PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT NEBULA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF NEBULA PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE NEBULA PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH NEBULA PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON NEBULA PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO NEBULA PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  THE FOREGOING CAP ON LIABILITY WILL NOT APPLY TO LIABILITY OF A NEBULA PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A NEBULA PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A NEBULA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. [UK: NEBULA DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY NEBULA’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.
  2. Cap on Liability .   UNDER NO CIRCUMSTANCES WILL NEBULA PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO NEBULA BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) ONE HUNDRED DOLLARS ($100).   THE FOREGOING CAP ON LIABILITY WILL NOT APPLY TO LIABILITY OF A NEBULA PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A NEBULA PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A NEBULA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION
  3. User Content .   EXCEPT FOR NEBULA’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE NEBULA’S PRIVACY POLICY, NEBULA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
  4. Basis of the Bargain .   THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEBULA AND YOU.
  1. Procedure for Making Claims of Copyright Infringement.   It is Nebula’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Nebula by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on Nebula Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Nebula Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Nebula’s Copyright Agent for notice of claims of copyright infringement is as follows: Kamal Obbad, 73 Summer Street, Apt. 401, San Francisco, CA 94103.
  2. Remedies.
  1. Violations .   If Nebula becomes aware of any possible violations by you of the Agreement, Nebula reserves the right to investigate such violations.  If, as a result of the investigation, Nebula believes that criminal activity has occurred, Nebula reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Nebula is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Nebula Properties, including Your Content, in Nebula’s possession in connection with your use of Nebula Properties, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms of Service, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Nebula, its Users or the public, and all enforcement or other government officials, as Nebula in its sole discretion believes to be necessary or appropriate.
  2. Breach .   In the event that Nebula determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for Nebula Properties, Nebula reserves the right to:
  1. Warn you via e-mail (to any e-mail address you have provided to Nebula) that you have violated the Agreement;
  2. Delete any of Your Content provided by you or your agent(s) to Nebula Properties;
  3. Discontinue your registration(s) with any of Nebula Properties, including any Services or any Nebula community;
  4. Discontinue your subscription to any Services;
  5. Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
  6. Pursue any other action which Nebula deems to be appropriate.
  1. Term and Termination.  
  1. Term .   The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Nebula Properties, unless terminated earlier in accordance with the Agreement.
  2. Prior Use .  Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Nebula Properties or (b) the date you accepted the Agreement and will remain in full force and effect while you use any Nebula Properties, unless earlier terminated in accordance with the Agreement.
  3. Termination of Services by Nebula .   If you have materially breached any provision of the Terms of Service, or if Nebula is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), Nebula has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause will be made in Nebula’s sole discretion and that Nebula will not be liable to you or any third party for any termination of your Account.
  4. Termination of Services by You .   If you want to terminate the Services provided by Nebula, you may do so by (a) notifying Nebula at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Nebula’s address set forth below.  
  5. Effect of Termination .   Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  Nebula will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Agreement which by their nature should survive, will survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
  6. No Subsequent Registration .   If your registration(s) with or ability to access Nebula Properties, or any other Nebula community is discontinued by Nebula due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you will not attempt to re-register with or access Nebula Properties or any Nebula community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Nebula Properties to which your access has been terminated.  In the event that you violate the immediately preceding sentence, Nebula reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
  1. International Users.   Nebula Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Nebula intends to announce such Services or Content in your country.  Nebula Properties are controlled and offered by Nebula from its facilities in the United States of America. Nebula makes no representations that Nebula Properties are appropriate or available for use in other locations.  Those who access or use Nebula Properties from other countries do so at their own volition and are responsible for compliance with local law.
  2. Dispute Resolution .   Please read the following arbitration agreement in this Section (“ Arbitration Agreement ”) carefully.  It requires you to arbitrate disputes with Nebula and limits the manner in which you can seek relief from us.  
  1. Applicability of Arbitration Agreement .  You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Nebula, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify,; and (2) you or Nebula may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).   This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.  
  2. Arbitration Rules and Forum .  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent [include name and address of registered agent here].  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ ;  all other claims will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Nebula will pay them for you.  In addition, Nebula will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

  1. Authority of Arbitrator .  The arbitrator will have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Nebula.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us. 
  2. Waiver of Jury Trial .  YOU AND NEBULA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Nebula are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 19.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  
  3. Waiver of Class or Other Non-Individualized Relief .  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the Commonwealth of Massachusetts.  All other claims will be arbitrated.  
  4. 30-Day Right to Opt Out . You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@nebula.org, within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your Nebula username (if any), the email address you used to set up your Nebula account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.    If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
  5. Severability . Except as provided in subsection 19.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.
  6. Survival of Agreement . This Arbitration Agreement will survive the termination of your relationship with Nebula.
  7. Modification .   Notwithstanding any provision in this Agreement to the contrary, we agree that if Nebula makes any future material change to this Arbitration Agreement, y ou may reject that change within thirty (30) days of such change becoming effective by writing Nebula at the following address: support@nebula.org.
  1. General Provisions.
  1. Electronic Communications .   The communications between you and Nebula may take place via electronic means, whether you visit Nebula Properties or send Nebula e-mails, or whether Nebula posts notices on Nebula Properties or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Nebula in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Nebula provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.
  2. Release .   You hereby release Nebula Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Nebula Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Nebula Properties.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”  The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Nebula Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website.
  3. Assignment .   The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Nebula’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
  4. Force Majeure .   Nebula will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
  5. Questions, Complaints, Claims .   If you have any questions, complaints or claims with respect to Nebula Properties, please contact us at: support@nebula.org.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
  6. Exclusive Venue .   To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Nebula agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Boston, Massachusetts.
  7. Governing Law .   THE TERMS OF SERVICE AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.  
  8. Notice .   Where Nebula requires that you provide an e-mail address, you are responsible for providing Nebula with your most current e-mail address.  In the event that the last e-mail address you provided to Nebula is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Nebula’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Nebula at the following address: Nebula Genomics, Inc., 73 Summer Street, Apt. 401, San Francisco, CA 94103.  Such notice will be deemed given when received by Nebula by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
  9. Waiver .   Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  10. Severability .   If any portion of this Agreement is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.
  11. Export Control .   You may not use, export, import, or transfer Nebula Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Nebula Properties, and any other applicable laws.  In particular, but without limitation, Nebula Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Nebula Properties, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Nebula Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Nebula are subject to the export control laws and regulations of the United States.  You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Nebula products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
  12. Consumer Complaints .   In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
  13. Entire Agreement .   The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.