Effective as of: July 24, 2020
(Effective 30 days from member notification on June 23, 2020)
Definitions in these Terms
- Customer. A user on the LunaDNA platform who accesses Customer Services (e.g. researchers, community administrators, etc.) or accesses Member Services on behalf of a Member (e.g. proxy, legal guardian, etc.). It is possible for a user to be both a Customer and Member.
- Customer Data. Any private or proprietary information that a customer chooses to import into their private, secure compute environment, also known as a "sandbox".
- Member. A user on the LunaDNA platform who accepts the LunaDNA Consent with the intention or action of sharing data (Shared Data) on the platform. It is possible for a user to be both a Customer and Member.
- Non-Shared Data Services. Those Services that do not involve use of Member Shared Data.
- Personal Data. Any personal information (for example, your name, contact information, payment information). Personal Data does not include Shared Data.
- Services. Any of LunaDNA’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. Customers and Members may not have access to all of the same Services.
- Shared Data. Genomic data (that is, data about an individual’s genes, or DNA) and medical or health data (for example, medications, allergies, surveys, health records, information collected by integrated apps and devices).
- Share Holder Members. Members who hold shares in LunaDNA (which we offer to some members in exchange for rights to Shared Data). The term Share Holder Member in these Terms corresponds to the term “member” as used in LunaDNA’s Operating Agreement and Offering Circular defining the rights of Share Holder Members.
By accessing or using the Services or authorizing or permitting any person to access or use the Service(s), you agree to be bound by these Terms.
Description of the Services
- Account. Your LunaDNA account includes your profile information, privacy settings, account status information, and other account settings. Accounts are a Non-Shared Data Service available to Customers and Members.
- Communication Preferences. Customers and Members are able to set their communication preferences for how LunaDNA, and our management company LunaPBC, communicates with you in your Account settings.
- Recontact Tool. Customers and Members have the option to communicate with other Customers and Members, using an anonymous, automated process, within LunaDNA (based on Customers and Members who have permissioned this activity). This communication service is a Non-Shared Data Service. The Customers and Members remain anonymous unless they choose to identify themselves. Examples of communications include but are not limited to: Member requests to submit additional data to the platform, Invitations by Customers for Members to join a research study, Request for resources from Customers (e.g. Registry), etc.
- Data Contribution. Members can contribute Shared Data for research as defined by the LunaDNA Consent. We offer support to members in retrieving their data from genomic testing companies, health systems, and other places where the information was initially created.
- Data Handling. Services which enable (1) the collection of Member Shared Data, (2) the structuring and normalization of Member Shared Data for research purposes, (3) the quality control of Member Shared Data for optimization of quality and accuracy, and (4) integration of the data with Data Query, data ingestion, and Discovery Tools within the platform.
- Data Query. Customers can query the de-identified, aggregated Shared Data for research as defined by the LunaDNA Consent.
- Discovery Tools. Customers may have access to a private, secure compute environment in which they may access data storage, analysis, and other tools supporting discovery efforts.
- Share Election. Members may have the option to obtain shares in LunaDNA based on the amount and types of Shared Data contributed. This option will be available via our Subscription Agreement, but only when and where permitted by applicable law.
Your Access to the Services
You may not be able to access or use the Services (a) during planned downtime for upgrades and maintenance to the Services (of which LunaDNA will attempt to use commercially reasonable efforts to notify you in advance through our Services), or (b) during any unavailability caused by circumstances beyond our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications in settings.
Please note that your continued consent for your Shared Data to be used for research is required for your continued ownership of any shares in LunaDNA issued to you in connection with the contribution of that Shared Data. If you elect to purge Shared Data for which you were issued ownership shares in LunaDNA, LunaDNA will redeem (i.e., cancel) those shares, and may also elect to cancel certain other shares that may have been issued to you, as set forth in Section 8.2 of LunaDNA’s operating agreement. If you revoke your consent or delete your account, LunaDNA will redeem all shares issued to you. We believe this is the best way to be fair to other members of LunaDNA who have not revoked access to their data.
Your LunaDNA Account
To protect your LunaDNA Account, keep your password confidential. You are responsible for the activity that happens on or through your Account. Try not to reuse your Account password on third-party applications. If you learn of any unauthorized use of your password or Account, contact us. We also require additional options to secure your Account including two-factor authentication which you activate during the sign-up process and can update in settings.
Third Party Content in Our Services
The Services provide, and third parties may provide, links to other sites and resources on the Internet. These third-party links are governed by their own terms and privacy policies. Because LunaDNA has no control over such third-party sites and resources, you acknowledge and agree that LunaDNA 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 LunaDNA will 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.
Our Services display some content that is not from LunaDNA. This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don't assume that we do.
Your Commitments to LunaDNA
LunaDNA is a community-owned platform, and as such, it is critical that Customers and Members act ethically and take their responsibilities to LunaDNA seriously.
Member responsibilities include:
- You will share accurate data
- You will optimize the completeness of your Shared Data
- You will ensure that you have the right to share that data with LunaDNA (for example, you aren’t sharing someone else’s data)
Where LunaDNA determines, through our internal quality control processes, that a member’s Shared Data is not of sufficient quality, materially incomplete, or overly duplicative, the data will not be added to our platform, and the member will not earn shares for that data. See also the LunaDNA Consent.
Customer responsibilities include:
- You will only perform research relevant to improving health and well-being
- You will not capture or view any Personal or Shared Data from LunaDNA without the explicit consent of the Member(s).
Additionally, Members may not use the Services if you are under 13 years of age and Customers and Member may not use the Services if you are barred from receiving the Services under the laws of the jurisdiction in which you are a resident.
Access and Interference
You agree that you will not:
- Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the site or the Services
- Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the site or the Services
- Solicit login information, Login IDs or personal information of another person, or access an account, belonging to someone else without legal authorization to do so
- Use the Service for the purpose of gathering information to file a legal claim against a third-party
- Attempt to breach any security or authentication measures of the site or the Services
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by LunaDNA or any other third party to protect the Services or the site
- Interfere or attempt to interfere with other Customers’ or any Members’ use of the Site or Services
- Defame, abuse, stalk, threaten, intimidate, harass or otherwise violate the legal rights of any other Customer or Member or employee, staff or agent of LunaDNA
- Do anything that could disable, damage, tamper with, impair or otherwise cause interruptions to the proper working of the Service
- Use any robot, spider, scraper or other automated means to access, data-mine, data-crawl, scrap or index the Services in any manner
- Provide any false personal information in your account, create more than one account, transfer your account or create an account for anyone other than yourself (unless legally authorized to do so)
- Do anything that is illegal, infringing, fraudulent, malicious or could expose LunaDNA or Members to harm or liability
- Facilitate or encourage any violations of these Terms
Acceptance of Terms
Your use of LunaDNA's Services (excluding any services provided by LunaDNA under a separate agreement) is subject to the terms of the legal agreement between you and LunaDNA set forth in these Terms. In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. You can accept the Terms by (1) clicking to accept or agree to the Terms, where this option is made available to you by LunaDNA for any Service; or by (2) actually using the Services. In this case, you acknowledge and agree that LunaDNA will treat your use of the Services as acceptance of the Terms from that point onwards. In addition, when using particular LunaDNA Services, you will be subject to any guidelines or rules applicable to such services that may be posted from time to time.
You should assume that all materials, designs, text, and images (collectively, Materials) contained in the Services are the copyrighted property of LunaPBC, our manager, or of third parties, unless otherwise noted. You may download one single hard copy of the Materials posted for noncommercial, personal use only; provided however, you do not delete or change the copyright, trademark, and other proprietary notices contained on the Materials. You may not modify, alter or change any Materials or distribute, publish, transmit, reuse, repost, or use the content of the Services for public or commercial purposes, including, without limitation, the text, images, audio, and video. Unauthorized use of the Materials is strictly prohibited and is a violation of the rights of LunaDNA, Luna PBC and/or third parties, including, without limitation, under copyright laws, trademark laws, and the laws of privacy and publicity. LunaDNA neither warrants nor represents that your use of Materials displayed in the Services will not infringe rights.
This Services contain many of the valuable trademarks, names, titles, logos, images, designs, copyrights, and other proprietary materials owned and registered by LunaPBC and its affiliates (the Trademarks). The Trademarks displayed on the Services are registered and unregistered Trademarks of LunaPBC licensed to LunaDNA. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site, or any license or right to use any other trademark owned by any other third party. In the event that you misuse any Trademark in violation of these Terms, LunaPBC intends to aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
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. LUNADNA 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) LUNADNA 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 QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS AND (d) 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 LUNADNA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. LUNADNA DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, LUNADNA SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.
Limitation of Liability
WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT LUNADNA 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 LUNADNA 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, (c) 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.
Updates to Services
LunaDNA may update the Services from time to time and you may receive notifications of such upgrades, enhancements or updates. Any new or modified features added to or augmenting or otherwise modifying the Services or other updates, modifications or enhancements to the Services are also subject to these Terms and we reserve the right to deploy updates at any time.
Additionally, LunaDNA may also change content on our websites at any time. However, please note that any of the content on our websites may be out of date at any given time, and we are under no obligation to update it. LunaDNA may discontinue or change any part of our Non-Shared Data Services, including our websites, without notifying you.
Violation or Suspected Violation of Terms of Service. If you violate these Terms and/or LunaDNA has a reasonable ground to suspect that you have violated these Terms, LunaDNA 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).
Applicable law and arbitration. Except for any disputes relating to intellectual property rights, obligations, or any infringement claims, any disputes with LunaDNA arising out of or relating to the Agreement ("Disputes") shall be governed by California law regardless of your country of origin or where you access LunaDNA’s services, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods.
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 your contribution of Personal Data or your use of LunaDNA’s Non-Shared Data Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. For the avoidance of doubt, the forgoing sentence will not apply to claims or counterclaims brought pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder.
Admissibility of printed version. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Severability. If any portion of the Terms is found to be unenforceable, the remaining portion will remain in full force and effect.
Assignment. You may not assign or delegate any rights or obligations under the Terms. Any purported assignment and delegation shall be ineffective.
Changes to these Terms