Terms of Service

Terms of Service

 

1. Definitions

“Service” or “Services” means PH360’s products, software, services, and website (including but not limited to text, graphics, images, and other material and information) as accessed from time to time by the user, regardless if the use is in connection with an account or not.

“Personal Information” is information that can be used to identify you, either alone or in combination with other information. PH360 collects and stores the following types of Personal Information:

“Registration Information” is the information you provide about yourself when registering for and/or purchasing our Services (e.g. name, email, address, user ID and password, and payment information).

“Phenotype Information” is information regarding your phenotype generated through processing of your Personal Health Assessment and measurements.

“Self-Reported Information” is all information about yourself, including your disease conditions, other health-related information, personal traits, ethnicity, family history, and other information that you enter into surveys, forms, or features while signed in to your PH360 account.

“User Content” is all information, data, text, software, music, audio, photographs, graphics, video, messages, or other materials – other than Phenotype Information and Self-Reported Information-generated by users of PH360 Services and transmitted, whether publicly or privately, to or through PH360.

“Web Behavior Information” is information on how you use the PH360 website (e.g. browser type, domains, page views) collected through log files, cookies, and web beacon technology.

“Aggregated Phenotype and Self-Reported Information” is Phenotype and Self-Reported Information that has been stripped of Registration Information and combined with data from a number of other users sufficient to minimize the possibility of exposing individual-level information while still providing scientific evidence.

“PH360” means PH360, Inc., whose principal place of business is at Gloucester Rd, Wanchai, Hong Kong.

“R&D” means research and development activities performed by PH360 on user data. These activities may include, among other things, improving our Services and/or offering new products or services to you; performing quality control activities; conducting data analysis that may lead to and/or include commercialization with a third party.

“Our Research” means scientific research that PH360 performs with the intent to publish in a scientific journal. Our Research activities do not include R&D.

 

2. Acceptance of Terms

Your use of PH360’s Services (excluding any services provided by PH360 under a separate agreement) is subject to the terms of the legal agreement between you and PH360 set forth in these Terms of Service (“TOS”). Except as specified herein, these TOS apply to any use of the Services, including but not limited to a) submitting your Personal Health Assessment (“PHA”) and measurement information for processing, b) uploading a digital version of your Phenotype Information and interacting with it on the ph360.me website, and/or c) creating and using a free PH360 account. In order to use the Services, you must first agree to the TOS. You may not use the Services if you do not accept the TOS. You can accept the TOS by (1) clicking to accept or agree to the TOS, where this option is made available to you by PH360 for any Service; or by (2) actually using the Services. In this case, you acknowledge and agree that PH360 will treat your use of the Services as acceptance of the TOS from that point onwards. In addition, when using particular PH360 Services, you shall be subject to any guidelines or rules applicable to such services that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. PH360 also may offer other services from time to time that may be governed by different terms of service.

 

3. Prerequisites

Whether you submit your own PHA and measurements, PHA and measurements for anyone for whom you have legal authority to agree, or otherwise provide your own Phenotype Information, you may not use the Services and may not accept the TOS if (1) you are not of legal age to form a binding contract with PH360, or (2) you are a person barred from receiving the Services under the laws of the jurisdiction in which you are resident or from which you use the Services.

In addition to the conditions above, if you contribute or otherwise provide your own Phenotype Information, you must be twenty-one (21) years of age or older to agree to these TOS on behalf of yourself or those for whom you have legal authority to agree.

 

4. Description of the Services

The Services include access to the PH360 public website and personal phenotyping services, including the collection and analysis of your PHA and measurements. Unless explicitly stated otherwise, each new feature that augments or enhances the current Service shall be subject to the TOS. You acknowledge and agree that the Services are provided “AS-IS” and are based on the current state of the art of Phenotype research and technology in use by PH360 at the time of the purchase or viewing. As research progresses and scientific knowledge and technology evolve, PH360 is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which PH360 provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that PH360 may stop (permanently or temporarily) providing some Services (or any features within the Services) to you or to users generally at PH360’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform PH360 when you stop using the Services unless you are requesting closure of your account. PH360 assumes no responsibility for the use of Services outside the terms of this TOS or other applicable terms.

In order to use the Services, you must obtain Internet access, either directly or through devices that access web-based content, and pay any service fees associated with such access. You are solely responsible for paying such fees. In addition, you must provide all equipment necessary to make such Internet connection, including a computer and modem or other access device. You are solely responsible for providing such equipment. You acknowledge and agree that while PH360 may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by PH360 at any time, at PH360’s discretion.

 

5. Risks and Considerations Regarding PH360 Services

Once you obtain your Phenotype Information, the knowledge is irrevocable. You should not assume that any information we may be able to provide to you, whether now or as Phenotype research advances, will be welcome or positive. You should also understand that as research advances, in order for you to assess the meaning of the information provided in our Services in the context of such advances, you may need to obtain further services from PH360 or from your physician or other health care provider.

You may learn information about yourself that you do not anticipate. This information may evoke strong emotions and has the potential to alter your life and worldview. You may discover things about yourself that trouble you and that you may not have the ability to control or change (e.g., that someone with your phenotype may have a higher than average chance of poor health, which may lead to developing a specific condition or disease). These outcomes could have social, legal, or economic implications.

You should not change your health behaviors solely on the basis of information from PH360. Make sure to discuss your Phenotype Information with a physician or other health care provider before you act upon the insights resulting from PH360 Services. There may be known or unknown genes, environmental factors, or lifestyle choices that are far more important predictors of health and wellness. If your data indicate that you are at a higher level of overall wellness, you should not feel that you are protected from poor health outcomes. The opposite is also true; if your data indicate you are at a poor level of overall wellness, it does not mean you will definitively develop a disease or condition. In either case, if you have concerns or questions about what you learn through PH360, you should contact your physician or other health care provider.

Phenotype research is not comprehensive. While we calculate data based on many thousands of data points from your self-assessment, only a small percentage of them are known to be related to human traits or health outcomes. The research community is rapidly learning more about Phenotypes, and an important mission of PH360 is to conduct and contribute to this research. In addition, many ethnic groups are not included in Phenotype studies. Because interpretations provided in our service rely on these published studies, some interpretations may not apply to you. Future scientific research may change the interpretation of your Phenotype. In the future, the scientific community may show previous research to be incomplete or inaccurate.

Phenotype Information you share with others could be used against your interests. You should be careful about sharing your Phenotype Information with others. Currently, very few businesses or insurance companies request Phenotype information, but this could change in the future. The protection against discrimination by employers and health insurance companies for employment and coverage issues has not been clearly established. You may want to consult a lawyer to understand the extent of legal protection of your Phenotype Information before you share it with anybody.

Furthermore, Phenotype Information that you choose to share with your physician or other health care provider may become part of your medical record and through that route be accessible to other health care providers and/or insurance companies in the future. Phenotype Information that you share with family, friends or employers may be used against your interests. Even if you share Phenotype Information that has no or limited meaning today, that information could have greater meaning in the future as new discoveries are made. If you are asked by an insurance company whether you have learned Phenotype Information about your health and you do not disclose this to them, this may be considered to be fraud.

PH360 Services are for research, informational, and educational use only. We do not provide medical advice. The Phenotype Information provided by PH360 is for research, informational, and educational use only. This means two things. First, many of the Phenotype discoveries that we report have not been clinically validated, and the technology we use, to date has not been widely used for clinical testing. Second, in order to expand and accelerate the understanding and practical application of Phenotype knowledge in health care, we invite and default all phenotyped users to participate in Our Research. As a result of the current state of Phenotype knowledge and understanding, our Services are for research, informational, and educational purposes only. 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.

PH360 does not endorse, warranty or guarantee the effectiveness of any specific course of action, resources, tests, physician or other health care providers, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on our website. If we provide to you on our website any recommendations that identify for you, based on your Phenotype and Self-Reported Information and scientific literature or research, potentially actionable information, this information is intended for informational purposes only and for discussion with your physician or other healthcare provider. As explained on our website, PH360 believes that (a) the state of the understanding of Phenotype Information is rapidly evolving and at any given time we only comprehend part of the picture of the role of the Phenotype, and (b) 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 Phenotype as well as your current symptoms, if any. Reliance on any information provided by PH360, PH360 employees, others appearing on our website at the invitation of PH360, or other visitors to our website is solely at your own risk.

 

6. User Representations

By accessing PH360 Services, you agree to, acknowledge, and represent as follows:

You understand that information you learn from PH360 is not designed to diagnose, prevent, or treat any condition or disease or to ascertain the state of your health in the absence of medical and clinical information. You understand that the PH360 services are intended for research, informational, and educational purposes only, and that while PH360 information might suggest or offer insight into a lifestyle intervention, it should always be confirmed and supplemented by additional medical and clinical testing and information. You acknowledge that PH360 urges you to seek the advice of your physician or other health care provider if you have questions or concerns arising from your Phenotype Information.

You give permission to PH360, its contractors, successors and assignees to perform phenotyping services on the PHA and measurements and you specifically request PH360 to disclose the results of analyses performed on your PHA and measurements to you and to others you specifically authorize.

You represent that you are twenty-one (21) years of age or older if you are providing a PHA and measurements or accessing your Phenotype Information.

You are guaranteeing that any PHA and measurements you provide is your PHA and Measurements; if you are agreeing to these TOS on behalf of a person for whom you have legal authorization, you are confirming that the PHA and measurements provided will be the PHA and measurements of that person.

If you are a customer outside the U.S. providing a PHA and measurements, you confirm that this act is not subject to any law or restriction in the country in which you reside.

You agree that any PHA and measurements you provide and all resulting data may be transferred and/or processed outside the country in which you reside.

You are warranting that you are not an insurance company or an employer attempting to obtain information about an insured person or an employee.

You are aware that some of the information you receive may provoke strong emotion.

You take responsibility for all possible consequences resulting from your sharing with others access to your Phenotype Information and your Self-Reported Information.

You understand that all your Personal Information will be stored in PH360 databases and will be processed in accordance with the PH360 Privacy Statement.

Waiver of Property Rights: You understand that by providing any PHA and measurements, having your Phenotype Information processed, accessing your Phenotype Information, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developed by PH360 or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Phenotype Information or Self-Reported Information.

You agree that you have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations. In case of breach of any one of these representations PH360 has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will defend and indemnify PH360 and its affiliates against any liability, costs, or damages arising out of the breach of the representation.

 

7. Account Creation, Customer Account, Password, and Security Obligations

In consideration of your use of the Services, you agree to: (a) provide true, accurate, current, and complete Registration Information about yourself as prompted by the Service; and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If you provide any Registration Information that is untrue, inaccurate, not current, or incomplete, or if PH360 has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, PH360 has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

After you have purchased our Service, you will create a password and account designation. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. If you allow third parties to access PH360’s website through your username and password, you will defend and indemnify PH360 and its affiliates against any liability, costs, or damages, including attorney fees, arising out of claims or suits by such third parties based upon or relating to such access and use. You agree to (a) immediately notify PH360 of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. PH360 cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

 

8. PH360 Privacy Statement and Disclosure of Information

In order to use the Services, you must first acknowledge and agree to the Privacy Statement. You may not use the Services if you do not accept the Privacy Statement. You can acknowledge and agree to the Privacy Statement by (1) clicking to accept or agree to the Privacy Statement, where this option is made available to you by PH360 for any Service; or by (2) actually using the Services.

You acknowledge and agree that PH360 has the right to monitor any use of its systems by its personnel at any time and maintain copies documenting such monitoring. Our Privacy Statement sets forth the only expectations of privacy any individual should have in terms of usage of the PH360 Services, website, or other systems. PH360 may also include your information in Aggregated Phenotype and Self-Reported Information disclosed to third-party non-profit and/or commercial research partners who will not publish that information in a peer-reviewed scientific journal. PH360 will never release your individual-level Phenotype Information and/or Self-Reported Information to any third party without asking for and receiving your explicit consent to do so, unless required by law. Further, you acknowledge and agree that PH360 is free to preserve and disclose any and all Personal Information to law enforcement agencies or others if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process (such as a judicial proceeding, court order, or government inquiry) or obligations that PH360 may owe pursuant to ethical and other professional rules, laws, and regulations; (b) enforce the PH360 TOS; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of PH360, its employees, its users, its clients, and the public. In such event we will notify you through the contact information you have provided to us in advance, unless doing so would violate the law or a court order. You understand that the technical processing and transmission of the Services, including your Personal Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, or devices. Finally, PH360 may, in its sole discretion, restrict access to the website for any reason.

Please refer to our Privacy Statement to read about data protection related to your information.

 

9. Limited License

You acknowledge that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such User Content originated. This means that you, and not PH360, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via the Service.

You acknowledge that the Services content presented to you as part of the Services, whether original PH360 Services content or sponsored content within the Services, is protected by copyright and/or other intellectual property rights that are owned by PH360 and/or the sponsors who provide that content to PH360 (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Services content (either in whole or in part) unless you have been specifically informed that you may do so by PH360 or by the owners of that content, in a separate written agreement.

 

10. Customer Conduct – Unlawful and Prohibited Use

As a condition of your use of the Services, you warrant to PH360 that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, or notices. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. Furthermore you agree not to use the Services to: (1) upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status; (2) impersonate any person or entity, including, but not limited to, anyone affiliated with PH360, or falsely state or otherwise misrepresent your affiliation with a person or entity; (3) add your own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (4) “stalk” or otherwise harass another; (5) upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (6) use any information received through the Services to attempt to identify other customers, to contact other customers (other than through features for contacting other users such as Social offered pursuant to the Services), or for any forensic use; (7) download any file posted by another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner; (8) upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of PH360 or any other party; (9) harm minors in any way; (10) advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (11) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose and only to the extent such content is authorized by law; (12) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (13) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site, unless explicitly permitted by PH360; (14) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of PH360’s website; (15) attempt to or actually override any security component of PH360 web services; (16) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (17) violate these Terms of Service, any code of conduct or other guidelines which may be applicable for any particular area of the Service or have been communicated to you by anyone affiliated with PH360; or (18) intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law.

You acknowledge and agree that you are solely responsible for (and that PH360 has no responsibility to you or to any third party for) any breach of your obligations under the TOS and for the consequences (including any loss or damage which PH360 may suffer) of any such breach. In case of breach of any one of these agreements PH360 has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will defend and indemnify PH360 and its affiliates against any liability, costs, or damages arising out of the breach of the representation.

If you violate the terms of this Section and/or PH360 has a reasonable ground to suspect that you have violated the terms of this Section, PH360 has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

 

11. Export Control and Applicable Laws and Regulations

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree 1) that providing your PHA and measurements is not subject to any export ban or restriction in the country in which you reside, 2) that your PHA and measurements and data may be transferred and/or processed outside the country in which you reside, and 3) that you will comply with all applicable laws regarding the transmission of technical data exported from Hong Kong or the country from which you access PH360’s Services online.

 

12. Material Posted Through The Service

PH360 will not, at all times, control any of the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity, or quality of such non-PH360 content. You understand that by using the Services, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will PH360 be liable in any way for any non-PH360 content, including, but not limited to, any errors or omissions in any such content, or for any loss or damage of any kind incurred as a result of the use of any such content posted, emailed, or otherwise transmitted via the Services.

You acknowledge that PH360 and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, review, filter, modify, refuse, or move any content that is available via the Services. Without limiting the foregoing, PH360 and its designees shall have the right to remove any content that violates the TOS or is deemed by PH360, in its sole discretion, to be otherwise objectionable. You acknowledge and agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

 

13. Material Provided to PH360 – Your Proprietary Rights

User Content. PH360 does not claim ownership of the User Content you provide to PH360 (including feedback and suggestions) or post, upload, input, or submit to the Service. Unless otherwise specified, you retain copyright and any other rights you already hold over User Content that you create and submit, post, or display on or through the Services. However, by submitting, posting, or displaying User Content, you give PH360, its affiliated companies, sublicensees (including but not limited to sublicensees who avail themselves of the Limited License granted in Section 9 above) and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content that you submit, post, or display on or through the Services. You acknowledge and agree that this license includes a right for PH360 to make such User Content available to other companies, organizations, or individuals with whom PH360 has relationships, and to use such User Content in connection with the provision of those services.

You understand that PH360, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your User Content over various public networks and in various media; and (b) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services, or media. You acknowledge and agree that this license shall permit PH360 to take these actions. You represent and warrant to PH360 that you have all the rights, power, and authority necessary to grant the above license.

Phenotype and/or Self-Reported Information. Disclosure of individual-level Phenotype and/or Self-Reported Information to third parties will not occur without consent, unless required by law. Note that PH360 cannot control any further distribution of Phenotype and/or Self-Reported Information that you share publicly on the PH360 website. You acknowledge and agree that you are responsible for protecting and enforcing those rights and that PH360 has no obligation to do so on your behalf.

Any Phenotype Information derived from your PHA and measurements remains your information, subject to rights we retain as set forth in these TOS. You understand that you should not expect any financial benefit from PH360 as a result of having your Phenotype Information processed; made available to you; or, as provided in our Privacy Statement and Terms of Service, shared with or included in Aggregated Phenotype and Self-Reported Information shared with research partners, including commercial partners.

Waiver of Property Rights. As stated above, you understand that by providing any PHA and measurements, having your Phenotype Information processed, accessing your Phenotype Information, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developed by PH360 or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Phenotype Information or Self-Reported Information.

 

14. Indemnity

You agree to defend and hold PH360, and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns harmless from any claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of User Content you submit, post to, or transmit through the Service; your use of the Service; your connection to the Service; your violation of the TOS; or your violation of any rights of another.

If you have submitted PHA and measurements or otherwise provided your own Phenotype Information, you will defend and hold harmless PH360, its employees, contractors, successors, and assigns from any liability arising out of the use or disclosure of any information obtained from phenotyping your PHA and measurements and/or analyzing your Phenotype Information, which is disclosed to you consistent with our Privacy Statement or results from any third-party add-ons to tools we provide. In addition, if you choose to provide your Phenotype and/or Self-Reported Information to third parties – whether individuals to whom you facilitate access, intentionally or inadvertently, or to third parties for diagnostic or other purposes – you agree to defend and hold harmless PH360, its employees, contractors, successors, and assigns from any and all liability arising from such disclosure or use of your Phenotype and/or Self-Reported Information.

 

15. No Resale of Service

Other than pursuant to the terms of the Limited License in Section 9 of this TOS or unless otherwise agreed in a separate agreement between you and PH360, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or transmit for any commercial purposes, all or any portion of the Service, use of the Service, or access to the Service.

 

16. General Practices Regarding Use and Storage

You acknowledge that PH360 may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Personal Information and Services content will be retained by the Service, the maximum disk space that will be allotted on PH360’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You acknowledge and agree that PH360 has no responsibility or liability for the deletion of or failure to store any messages, other communications, or other content maintained or transmitted by the Services; or for the loss of Phenotype Information due to malfunction or destruction of data servers or other catastrophic events. You further acknowledge that PH360 reserves the right to change these general practices and limits in its sole discretion.

 

17. Modifications to Service

PH360 reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You acknowledge and agree that (i) modifications may result in a delay in computations for some of the PH360 features or Services, and (ii) PH360 shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

The Software that you use may from time to time automatically download and install updates from PH360. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit PH360 to deliver these to you) as part of your use of the Services.

You acknowledge that PH360 may offer different or additional technologies or features to collect and/or interpret Phenotype Information in the future and that your initial purchase of the Service does not entitle you to any different or additional technologies or features for collection or interpretation of your Phenotype Information without fee, and that you may have to pay additional fees in order to have your Phenotype Information collected, processed, and/or interpreted using any future or additional technologies or features.

 

18. Termination

The TOS will continue to apply until terminated by either you or PH360 as set out in this Section.

If you want to terminate your legal agreement with PH360, you may do so by notifying PH360 at any time in writing, which will entail closing your accounts for all of the Services that you use. Your notice should be sent, in writing, to PH360’s address, which is set out at the beginning of the TOS, or online via Customer Care. If you provide notice online, PH360 will send you an email asking you to confirm your request, and your notice will be effective following receipt of a second email confirmation from you.

PH360 may at any time, terminate its legal agreement with you (and in conjunction therewith, your password and account(s)) if: (1) you have breached any provision of the TOS (or have acted in manner which shows that you do not intend to, or are unable to comply with, the provisions of the TOS); (2) PH360 is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (3) the partner with whom PH360 offered the Services to you has terminated its relationship with PH360 or ceased to offer the Services to you; (4) PH360 is transitioning to no longer providing the Services to users in the country or state in which you reside or from which you use the Services; or (5) the provision of the Services to you by PH360 is, in PH360’s opinion, no longer commercially viable.

Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. You acknowledge and agree that PH360 shall not be liable to you or any third party for any termination of your access to the Services.

 

19. Survival of Terms

When the TOS come to an end, all of the legal rights, obligations, and liabilities that you and PH360 have benefited from, been subject to (or which have accrued over time while the TOS have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of sections 1.(Definitions); 2.(Acceptance of Terms); 3.(Prerequisites); 4.(Description of the Services); 5.(Risks and Considerations Regarding PH360 Services); 6.(Representations); 7.(Account Creation, Customer Account, Password and Security Obligations); 8.(PH360 Privacy Statement); 10.(Customer Conduct – Unlawful and Prohibited Use); 11.(Export Control and Applicable Laws and Regulations); 12.(Material Posted through the Service); 13.(Material Provided to PH360 – Your Proprietary Rights); 14.(Indemnity); 15.(No resale of Services);18.(Termination); 19.(Survival of Terms); 20.(Dealings with Information Providers and Listed Resources); 21.(Hyperlinks and PH360 Website); 22.(PH360 Proprietary Rights); 23.(DISCLAIMER OF WARRANTIES); 24.(LIMITATION OF LIABILITY); 25.(Notice); 27.(Violation or Suspected Violation of TOS); and 28.(Miscellaneous) shall continue to apply to such rights, obligations, and liabilities indefinitely.

 

20. Dealings with Information Providers and Listed Resources

Your correspondence or business dealings with, or participation in promotions of, information providers, vendors, and/or resources found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such information provider or resource. You acknowledge and agree that PH360 shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such information provider or resources on the Service.

 

21. Hyperlinks and the PH360 Website

The Service provides, and third parties may provide, links to other sites and resources on the Internet. Because PH360 has no control over such sites and resources, you acknowledge and agree that PH360 is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that PH360 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such hyperlinked site or resource.

 

22. PH360’s Proprietary Rights

You acknowledge and agree that PH360 (or PH360’s licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights (including but not limited to patents) which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by PH360 and that you shall not disclose such information without PH360’s prior written consent.

You further acknowledge and agree that the Services and any necessary software used in connection with the Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Services or sponsors is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by PH360, you agree not to-and not to permit anyone else to-modify, rent, lease, loan, sell, distribute, or create derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services or Software or any part thereof, in whole or in part. Software, if any, that is made available to download from the Services, excluding software that may be made available by end-users through the Services, is the copyrighted work of PH360 and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.

PH360, Inc., ph360.me, and other PH360 logos and product and service names are trademarks of PH360 and these marks together with any other PH360 trade names, service marks, logos, domain names, and other distinctive brand features are the “PH360 Marks”. Unless you have agreed otherwise in writing with PH360, other than through the Limited License in Section 9, nothing in the TOS gives you a right to use any PH360 Marks and you agree not to display, or use in any manner, PH360 Marks.

You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services.

Unless you have been expressly authorized to do so in writing by PH360, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.

You may not (and may not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by PH360, in writing. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by PH360, in the manner permitted by the TOS. Unless PH360 has given you specific written permission to do so, you may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by PH360 for use in accessing the Service. Any rights not expressly granted herein are reserved.

 

23. Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PH360 EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (2) PH360 MAKES NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PH360 OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. PH360 DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, PH360 SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.

 

24. Limitation of Liability

WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT PH360 SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PH360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN THROUGH OR FROM THE SERVICES, (v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (e) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; or (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.

 

25. Notice

Notices to you may be made via either email or regular mail. PH360 may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on or through the Services.

Official notices related to this TOS must be sent to us at:

PH360, Inc.
ATTN: General Counsel
1902 MassMutual Tower,

38 Gloucester Rd
Wanchai, Hong Kong.

Additionally, PH360 accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

 

26. Changes to the Terms of Service

PH360 may make changes to the TOS from time to time. When these changes are made, PH360 will make a new copy of the TOS available on its website and any new additional terms will be made available to you from within, or through, the affected Services.

You acknowledge and agree that if you use the Services after the date on which the TOS have changed, PH360 will treat your use as acceptance of the updated TOS.

 

27. Violation or Suspected Violation of Terms of Service

If you violate the terms of these TOS and/or PH360 has a reasonable ground to suspect that you have violated the terms of these TOS, PH360 has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

 

28. Miscellaneous

Entire Agreement. The TOS constitute the entire agreement between you and PH360 and govern your use of the Services, superseding any prior agreements between you and PH360 on this subject. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software

Applicable law and arbitration. Except for any disputes relating to intellectual property rights, obligations, or any infringement claims, any disputes with PH360 arising out of or relating to the Agreement (“Disputes”) shall be governed by Hong Kong law regardless of your country of origin or where you access PH360, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. Any Disputes shall be resolved under Hong Kong laws and all parties submit themselves to the non-exclusive jurisdiction of the Courts of Hong Kong and any competent appeal courts, by final and binding arbitration, in English, with a written decision stating legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration costs and reasonable documented attorneys’ costs of both parties to be borne by the party that ultimately loses. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.

  1.  The failure of PH360 to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

Term for cause of action. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Admissibility of printed version. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Section titles. The section titles in the TOS are for convenience only and have no legal or contractual effect.

Severability Clause. If any portion of these TOS is found to be unenforceable, the remaining portions will remain in full force and effect.

  1.  We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.PH360.me or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time per Section 18 (Termination).

Assignment: You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, PH360 for any third party that assumes our rights and obligations under this Agreement.