deCODEhealth Service Terms and Conditions

These terms and conditions (“Agreement”), together with the deCODE genetics Legal Terms of website use and the Test Submission Agreement, shall apply to your use of deCODE Health on-line services for deCODE’s disease risk tests and genetic scans (“Services”) via the deCODE health website (“Website”) by and between you (“User”) and deCODE genetics, ehf. (“deCODE”)

1. This Agreement, and User’s right to utilize Services, shall become effective upon User’s completion of all required information on the registration materials on the Website, and submission and deCODE’s acceptance of the New User Confirmation Form. Either User or deCODE may, at any time terminate this Agreement by providing notice to the other party; following such termination, User shall no longer have the right to order Services, and shall immediately cease representing to User’s clients that User has the right to do so. User acknowledges that Services may not have received regulatory approval in certain locations, including certain states of the USA and certain other countries, as further specified in the Test Submission Agreement. Therefore, deCODE will not complete Services for orders submitted for such states and countries. In the event deCODE is required to cease its conduct of any or all of the Services at any time due to legal or regulatory orders or requirements, deCODE shall have no obligation to complete any Services.
2. User certifies that all information provided on submitted registration materials is true and correct. In the event deCODE learns or has a reasonable belief that any information may be false or inaccurate, deCODE may immediately terminate this Agreement and stop the processing of any Services; deCODE reserves the right to seek other remedies related thereto, including, but not limited to reporting any false or inaccurate information to legal and regulatory authorities. The User verifies that, according to local law and regulations, it is allowed to and is qualified to order the Services, to view and manage client information and results and to provide counseling to its clients.
3. User has an obligation to update any information provided on submitted registration materials to ensure their truth and accuracy at all times.
4. Pricing for Services shall be as set forth on the Website or else as negotiated and verifiably confirmed with deCODE. deCODE reserves the right to change pricing at any time. All Users who (a) have not signed a billing agreement with deCODE or (b) are not a verified official deCODE distributor must make payment with a valid credit card at the time of the on-line ordering of the test. User has the sole right to bill and collect from its clients for the Services provided by deCODE pursuant to this Agreement. Shipping costs for test requests and specimens from User to deCODE’s US collection point shall be borne by User unless otherwise negotiated.
5. The Test Submission Agreement details further terms and conditions applicable to submission of tests to deCODE by User; by submitting any request for Services, User agrees to be bound by the terms and conditions of the Test Submission Agreement. User shall be obligated to obtain a signed copy of the Informed Consent for DNA Testing prior to submission of specimens for testing and to submit a copy of the Consent with the sample to deCODE. deCODE shall have no obligation to test any specimen unless such signed documents have been obtained by User.
6. deCODE will provide customer service assistance to Users. All questions and service requests should primarily be directed to decodehealth.com. The address of deCODE’s head office is at Sturlugata 8, 101 Reykjavík, Iceland. Fax: (+354) 5701903.
7. Each of the parties shall comply with all laws and regulations applicable to performance of its obligations under this Agreement in their respective countries.
8. (a) Each party (as the “Indemnitor”) agrees to indemnify, hold harmless and defend the other, its directors, officers, employees, and agents from and against any and all claims, suits, damages, fines, penalties, liabilities and expenses (including reasonable attorneys’ fees and disbursements) (collectively, “claims”) caused by or as a result of (i) any breach of the Indemnitor’s obligations under this Agreement, (ii) any negligent act or omission, or willful misconduct, of any employee, agent, or representative of the Indemnitor, or (iii) any misrepresentation, breach or, inaccuracy of the Indemnitor’s representations and warranties contained in or made pursuant to this Agreement. The respective obligations of the parties under this Section shall survive termination or expiration of this Agreement for any reason whatsoever.
   (b) Nothing in this Agreement shall limit any party’s liability regarding any claims for (i) death or personal injury caused by the negligence or willful misconduct of such party; (ii) resulting from any fraud including fraudulent misrepresentation made by such party; or (iii) for any indemnity provided by either party to the other under this Agreement. Notwithstanding the above, in no event shall a party be liable to the other party for any direct or indirect loss of profits, or for any indirect or consequential damages including without limitation, business interruption, loss of sales, loss of turnover, loss of opportunity or loss of anticipated savings.
   (c) In no event shall deCODE’s liability to User under this Agreement, in contract, tort, negligence or breach of statutory duty or otherwise exceed 100% of the payments received by deCODE under this Agreement during the twelve (12) month period prior to the time of the liability.
9. This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the state of New York, without regard to its laws concerning conflicts of law.
10. deCODE shall not be liable for any delay or inability to perform any of its obligations under this Agreement if such delay is caused by circumstances beyond the reasonable control of deCODE
11. User and deCODE each warrant and undertake that they will at all times process any personal data (“Personal Data”) of patients of User in accordance with all applicable laws and governmental regulation and in accordance with deCODE’s guidelines and instructions and that both parties have put in place appropriate technical and organizational measures against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure of or access to any Personal Data.
12. Neither party will represent itself as an agent of the other party for any purpose or be entitled to commit the other party to any contracts.

Last revised March 08, 2012.

Version: 52