Acorn Biolabs, Inc. (“Acorn”) will provide cell collection, cryopreservation and analysis services, including use of the Acorn websites, and other associated services (“Services”) to you, subject to the following terms and conditions (“Terms and Conditions”). Please read these Terms and Conditions carefully before accessing and using the Services.
By accessing and using the Services, you accept, without limitation or qualification, the Terms and Conditions, as they may be updated from time to time. If you do not want to agree to changes to the Terms and Conditions, you may terminate your use of the Services in accordance with the then-current Terms and Conditions. There are no refunds except in accordance with these Terms and Conditions. The Services are not intended for use by individuals under 18 years of age (except with the consent and supervision of a parent or legal guardian), and is not intended for users outside of Canada. By accessing and using the Services, you confirm that you are at least 18 years of age (or are acting as the parent or legal guardian of a minor), you are a resident of Canada, and that you are otherwise legally qualified to enter into and form contracts under applicable law.
No Medical Advice
Acorn does not provide medical advice or treatment. Our Services are for purposes of preservation of cells as well as for research, informational, and educational purposes. 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.
Acorn does not endorse, warrant or guarantee the effectiveness of any specific course of action, resources, tests, physician or other health care providers, drugs or other health products, procedures, opinions, or other information that may be mentioned on our websites or in material that may be provided to you.
Reliance on any information provided by Acorn is solely at your own risk.
Cells and Ownership Rights
Your use of the Services may involve your sending hair follicles or other cell or tissue sample(s) (“Cells”) to Acorn for analysis, storage and cryopreservation.
Through your use of the Services, Acorn may collect the following personal information from you (“Personal Information”):
Genetic Information and Cellular Information are both types of Personal Information. Any reference to Personal Information in these Terms and Conditions includes both Genetic Information and Cellular Information.
Your Personal Information and Cells remains your property, subject to rights of Acorn set forth in these Terms and Conditions. By providing Cells to us, you certify that the Cells are your own or that you have legal authorization from the person to whom the Cells belong to provide them to Acorn.
You acknowledge that your Cells may be stored or processed outside of Canada, and would become subject to the laws of the jurisdiction where stores or processed.
Your Cells, once submitted to us, are processed in an irreversible manner and cannot be returned to you in their original form. You will be required to pay a maintenance fee to Acorn for storage and cryopreservation of your Cells for your continued access to the Services. In the event that you do not pay the required fees when they come due, Acorn will attempt to contact you regarding outstanding fees. If required fees have not been paid within one year of Acorn attempting to contact you regarding outstanding fees, Acorn reserves the right to destroy your Cells and cease providing you with the Services, with no liability to you.
In the event that Acorn receives a communication directing us to destroy your Cells, the cells will not be immediately destroyed absent court order or direction from a government authority, and Acorn will require verification of the identity of the person making the request. Once your identity is verified and the directions to destroy your Cells is confirmed, Acorn may destroy the Cells at any time, in accordance with Acorn’s standard practices. Acorn will not be liable for the loss of your Cells resulting from a third party’s fraudulent claims to be you or to act on your authority.
Acorn may be required to transfer or destroy your Cells in accordance with an order issued by a Court or government authority, or due to the enactment of legislation that makes the provision of the Services non-compliant with law. Acorn will test any Cells you submit to ensure the Cells have been collected, stored, and shipped in compliance with Acorn’s instructions and standards, to ensure the Cells are viable and suitable for analysis and cryopreservation. Acorn reserves the right to decline to cryopreserve your Cells, and to decline to perform any analysis of your Cells, if the Cells do not meet Acorn’s standards, and any such Cells which do not meet Acorn’s standards will be destroyed. You will not receive any compensation in the event Acorn is required to destroy or transfer your Cells.
In the event that you wish to assign the rights and obligations under these Terms and Conditions (and rights in the ownership of the Cells) to a third party, such as a family member, the third party must agree to these Terms and Conditions. You understand that once you assign those rights and obligations under this, Acorn is no longer bound by these Terms and Condition as between you and Acorn. In the event of a dispute between you and any third party over ownership of the Cells, Acorn will continue to provide the Services, provided that all fees have been and continue to be made, until such time as Acorn is directed by a court or governmental authority to do otherwise.
Use of Personal Information
Acorn may use your Personal Information to conduct scientific research, or to develop commercial products. Acorn may process your Personal Information in such a way that it is no longer identifiable as your own, for instance by removing any information that would allow you to be identified and associated with any particular individual, genotype, or other identifiable data, and/or by combining your Personal Information with similar information from a number of other individuals. Information, including Personal Information, processed in such a manner as to no longer be identified with or associated with any particular individual (“Anonymized Information”), may be used by Acorn for scientific research, or for the development and marketing of commercial products.
By accessing or using the Services, you do not acquire any rights in any research or commercial products that may be developed using your Personal Information or Anonymized Information, and you will not be compensated for any research or commercial products that include or result from your Personal Information. You understand that you will not receive a financial benefit from Acorn as a result of having your Personal Information processed.
Use of Cells and Services
As noted above, the Services include Cell collection, cryopreservation and analysis services. You understand that information you may learn from Acorn is not designed to independently 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 Services are intended for Cell preservation, research, informational, and educational purposes only.
You acknowledge that the Cells are being processed and stored for potential therapeutic use and understand that storage of Cells does not guarantee that they will be suitable for any medical treatments or that treatments will work. The storage of the Cells does not guarantee their suitability for any future use. You acknowledge that the Cells are not being stored for any specific medical use, and it may be that the Cells will never be subject to a medical use. Acorn may not be able to process the Cells or maintain a sufficient number of Cells to achieve any potential therapeutic use.
Only a doctor can determine when and if the Cells can or should be used for medical treatment, and whether the use of the Cells outweighs any potential medical risks.
In the event that the Cells may be used for a medical use in the future, such use will be subject to all applicable laws at that time in the future. Acorn will only release the Cells to you or to your doctor/health care professionals in accordance with applicable laws and authorizations that may be necessary in the future. Release of the Cells may be prohibited by law due to contamination status, the presence of communicable disease or any other reason. Acorn shall not be liable for any such contamination or presence of communicable disease in the Cells.
You will be responsible for all shipment and handling expenses associated with the release and transfer of the Cells from Acorn to a third party, as applicable.
Acorn Intellectual Property Rights
Acorn owns all legal and beneficial right, title, and interest in and to the Services and the performance of the Services, including any intellectual property rights which subsist in the Services and in products and materials that may be provided to you in the course of the provisions of the Services, whether those rights are subject to a registration or not, worldwide. Services may contain information which is proprietary and/or confidential to Acorn, and you shall not disclose any such information without Acorn’s prior written consent. Acorn, and any Acorn tradename, trademark (registered or unregistered), brand, logo, and other product or service names are trademarks of Acorn (“Acorn Marks”). Unless agreed otherwise in writing with Acorn, nothing in these Terms and Conditions shall give rise to any right for you to use the Acorn Marks, and you shall not display or use Acorn Marks in any manner.
Any proprietary rights notices, including copyright and trademark notices, which may be affixed to or contained in the Services shall not be removed, obscured, or altered by you.
For any software used in the Services which is not accompanied by a user license agreement, Acorn grants you a personal, non-transferable, and non-exclusive right and license to use the object code of such software on a single device. 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 such software unless expressly required by applicable law, or as otherwise agreed to by Acorn in writing. This limited license is for the sole purpose of permitting you to access and/or use the Services, in accordance with these Terms and Conditions.
Any rights not expressly granted herein by Acorn are reserved.
You agree not to access or use the Services in any manner that: (i) violates any applicable law; (b) threatens, stalks, harasses, abuses, defames, slanders, or in any other way harms another individual or business organization; (iii) collects or stores personal information about other users without their consent (or the consent of a parent, legal guardian, or attorney), or otherwise prepares, compiles, uses, downloads or copies any user information or usage data; (iv) impersonates any person or entity, misrepresents affiliation with a person or entity, or otherwise creates a false identity; or (v) infringes the intellectual property of any third party.
You shall not interfere with or disrupt Acorn’s ability to provide Services to other users, including through the upload or other transmission of any software viruses, worms, time bombs, corrupted files, Trojan horses, or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair, or limit the functionality of any software, hardware, network, server, or communications systems, or equipment, or use any robot, spider, or other such program or device, including dial-in or inquiry devices, to obtain information from Acorn or otherwise monitor or copy any of Acorn’s information or data.
Modifications to Services
Acorn may, at any time and from time to time, modify or discontinue, temporarily or permanently, the Services or any part thereof, with or without notice to you. You acknowledge and agree that modifications may result in a delay in your access and use of the Services, and that Acorn will not be liable to you or to any other party for any modification or discontinuation of the Services.
Acorn may offer additional types of analysis or reporting which may be applied to your Cells or Personal Information in the future. Your initial access to and use of the Services does not entitle you to any additional types of analysis or reporting without additional fees. These Terms and Conditions may be amended or modified by Acorn from time to time, with or without notice to you. You agree that each time you use or access any Services, the Terms and Conditions that may be in effect at that time will govern your access to or use of the Services in each instance.
Limitation of Liability
The Services do not replace and are not intended to replace an physician’s expert judgment in making treatment of diagnosis decisions, nor does it replace any medical, legal, or other professional advice. You must consult with a health care professional, independent of Acorn, prior to making any decisions or undertaking (or not undertaking) any actions related to any health care problem or issue. You should never disregard or delay seeking medical advice due to information obtained through the Services. Please follow up with a qualified health care professional to discuss any health concerns.
Acorn has no responsibility or liability for the deletion of or failure to store any Cells or Personal Information, or for the loss of Cells or Personal Information due to malfunction or destruction of data servers, physical infrastructure, laboratory equipment, or other catastrophic events.
EXCEPT AS EXPRESSLY STATED HEREIN, ACORN MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SUCCESS THE COLLECTION, TESTING, PROCESSING, CRYOPRESERVATION, OR STORAGE PROCESS OF CELLS. INFORMATION AND MATERIALS PROVIDED BY ACORN ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ACORN DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SUGGESTED OR CONTAINED HEREIN, ACORN (INCLUDING ITS AFFILIATES) SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL LOSS OR DAMAGE OR ANY LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), BUSINESS, REVENUE, DATA, OPPORTUNITY, OR ANTICIPATED SAVINGS OR DAMAGE TO REPUTATION OR GOODWILL OR WASTED EXPENDITURE OF EITHER YOU OR ANY THIRD PARTY, INCLUDING ANY SUCH LOSS, DAMAGE OR WASTE WHICH ARISES FROM OR AS A RESULT OF ANY CLAIM, LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND BREACH OF STATUTORY OR OTHER DUTY), MISREPRESENTATION, REPRESENTATION, RESTITUTION, DELAY, FAILURE TO PERFORM OR OTHERWISE HOWSOEVER ARISING IN RELATION TO THE SERVICES AND/OR PURSUANT TO THESE TERMS AND CONDITIONS. THE FOREGOING LIMITATION APPLIES EVEN IF THE LOSS, COST, DAMAGE OR WASTE WAS FORESEEABLE OR IN THE CONTEMPLATION OF YOU OR ACORN.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SUGGESTED OR CONTAINED HEREIN (BUT WITHOUT PREJUDICE TO THE PRECEDING PARAGRAPH) AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF ACORN TO YOU FOR ANY CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE, BREACH OF STATUTORY OR OTHER DUTY), MISREPRESENTATION, REPRESENTATION, RESTITUTION, DELAY, FAILURE TO PERFORM, CLAIMS UNDER THE THESE TERMS AND CONDITIONS OR OTHERWISE HOWSOEVER ARISING IN RELATION TO THE SERVICES SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID TO ACORN IN THE CALENDAR YEAR IMMEDIATELY PRECEDING SUCH CLAIM FOR THE APPLICABLE SERVICE.
These Terms and Conditions will apply immediately upon your accessing or using the Services, and will continue to apply, as amended from time to time, until terminated either by you or by Acorn.
You may terminate your use of the Services, and consequently these Terms and Conditions, by notifying Acorn at any time in writing, which will entail closing any user account or other designated account for all of the Services you may currently be using, or may have used previously. Your notice should be sent to Acorn using the contact information provided below in these Terms and Conditions. Acorn may at any time terminate your access to and use of the Services (or any part thereof) if: (i) you have breached any provision of these Terms and Conditions, or have acted in a manner that reasonably demonstrates you do not intend to, or are unable to comply with any provision of these Terms and Conditions; (ii) Acorn is required to do so by law or court order; (iii) Acorn is transitioning to no longer providing the Services (or any part thereof) as a whole or to customers in your jurisdiction; or (iv) Acorn determines in its sole discretion that provision of Services to you is no longer commercially viable.
Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your access to or use of the Services may be referred to appropriate law enforcement authorities. Acorn shall not be liable to you or any third party for any termination of your access to and use of the Services.
Unless you otherwise request, upon termination either by you or by Acorn, Acorn shall be under no obligation to destroy and/or dispose of any of your Cells which may be preserved or stored, or to destroy and/or delete your Personal Information. If you request that your Cells and/or Personal Information be destroyed upon termination of Services, Acorn shall send confirmation of such destruction in writing once complete. In any event, Anonymized Information will not be subject to destruction or deletion.
The Terms and Conditions may be amended from time to time, constitute the entire agreement between you and Acorn governing your use of the Services, superseding any prior agreements between you and Acorn on this subject.
The failure of Acorn to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provisions of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, you and Acorn agree that the court should give effect the intentions of the parties as reflected in the provision, and the other provisions of these Terms and Conditions shall remain in full force and effect. If any portion of these Terms and Conditions is found to be unenforceable, the remaining sections of these Terms and Conditions will remain in full force and effect.
Section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect.
Acorn reserves the right to modify, supplement, or replace these Terms and Conditions. Unless otherwise by applicable law or otherwise stated in a notice from Acorn, any modified, supplemented, or replacement Terms and Conditions will be effective upon posting on the Acorn website. If you do not want to agree to any such modification, supplement, or replacement, you may terminate your access to and use of the Services in accordance with the termination provisions herein.
You may not assign or delegate any rights or obligations under these Terms and Conditions. Any purported assignment and/or delegation shall be deemed ineffective. Acorn may freely assign or delegate any right or obligation under these Terms and Conditions, fully or partially, without notice. Upon notice to you, Acorn may substitute any third party that assumes Acorn’s rights and obligations under these Terms and Conditions.
These Terms and Conditions are governed by and will be construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein.
Notices to you may be made via email or regular mail, using contact information that you provide as part of your access to and use of the Services. Acorn may also provide notices of changes to these Terms and Conditions by displaying notices or links to notices on or through the Services, or by posting notices on the Acorn website.
Official notices relating to these Terms and Conditions sent to Acorn must be delivered by email or regular mail to:
Acorn Biolabs Inc.
MaRS Centre, West Tower
661 University Ave, #1300
Toronto, ON, Canada