Terms and Conditions

These terms set out what you can expect from our service, and what we expect from you.

Acceptance of Terms and Conditions

Your use of Mitra Bio's website, platform, applications, and any other services, products, tools, content, or functionality made available by Mitra Bio, whether accessed through a user account, as a registered user, or as a visitor to a publicly accessible portion of the website or platform, is subject to the terms of the legal agreement between you and Mitra Bio set out in these Terms and Conditions. Except as specified herein, these Terms and Conditions apply to any use of the services offered by Mitra Bio (the "Services").

In order to use the Services, you must first agree to these Terms and Conditions. You can accept them by:

Clicking to accept or agree to the Terms and Conditions, where Mitra Bio makes this option available to you for any Service requested; or
Simply by making use of any of our Services.

In the latter case, you acknowledge and agree that Mitra Bio will treat your use of the Services as acceptance of the Terms and Conditions from that point onwards. In addition, when using particular Mitra Bio Services, you shall be subject to any guidelines or rules applicable to those Services that may be posted from time to time, and all such guidelines and rules are incorporated into these Terms and Conditions by reference. Mitra Bio may also offer other services from time to time that are governed by different terms and conditions.

"Mitra Bio", “Mitra”, "we" or "us", referred to in these Terms and Conditions, is:

Mitra Bio Ltd, a company incorporated in England with company number 12542435 and with a registered address at the Translation and Innovation Hub, 84 Wood Lane, London, W12 0BZ, United Kingdom.

We are a United Kingdom company, and our laboratory partner is located in the United States. Your skin sample is processed in the United States and does not leave it. The data generated from your sample, together with your account and questionnaire information, is transferred to and processed in the United Kingdom, and in such other countries as are described in our Privacy Policy.

Where we offer the Services

Certain jurisdictions restrict the Services for one of two independent reasons: because they require the testing laboratory to hold a licence or permit specific to that jurisdiction, or because they require a laboratory test to be ordered by a licensed healthcare provider rather than by the consumer directly. Our laboratory partner holds clinical laboratory licences in a number of states but not in every jurisdiction. Additionally, even if you place an order for the Services, if required by applicable law in your jurisdiction, a licensed healthcare provider must order the Services you are requesting before such Services can be provided. We have partnerships with licensed healthcare providers in a number of states, but not in every jurisdiction. If we have a partnership in a jurisdiction that requires a laboratory test to be ordered by a licensed healthcare provider, we will arrange for a licensed healthcare provider to review your information and place the order for your test before it is processed, and your use of the Services in that state is conditional on such order being issued.

These Terms and Conditions apply to customers purchasing the Services for their own personal, non-commercial use in the United States. We do not currently offer the Services to residents of Alabama, California, Connecticut, Georgia, Hawaii, Illinois, Kentucky, Maine, Maryland, Massachusetts, Michigan, Nevada, New Hampshire, New Jersey, New York, Oregon, Pennsylvania, Rhode Island, South Carolina, and Tennessee, and you represent that you are not a resident of, and will not collect your sample in, any of them. This restriction applies to where you live and to where you collect your sample, and not only to the address to which your kit is shipped; ordering to an address outside an excluded jurisdiction does not make the Services available to you.

If we determine that we cannot lawfully provide the Services to your location, we will cancel your order and refund you in full, and where a sample has already been received we will destroy it without analysing it.

Description of Services

The Services include access to the Mitra Bio public website and the collection and analysis of your skin sample. The Services may also include the analysis of a photograph or facial image that you submit, which may be processed on our behalf by a specialist facial-image analysis provider, as described in our Privacy Policy. Unless explicitly stated otherwise, each new feature that augments or enhances the current service shall be subject to these Terms and Conditions.

You acknowledge and agree that the Services are provided "AS-IS" and are based on the current state of the art of research and technology in use by Mitra Bio at the time of purchase or viewing. As research progresses and scientific knowledge and technology evolve, Mitra Bio 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 may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that Mitra Bio may stop, permanently or temporarily, providing some Services or features within the Services, to you or to users generally, at Mitra Bio's sole discretion. You may stop using the Services at any time, and you do not need to inform us when you do so unless you are requesting closure of your account or withdrawing a consent you have given.

In order to use the Services, you must obtain internet access, either directly or through a device that accesses web-based content, and pay any service fees associated with that access. You are solely responsible for paying those fees and for providing the necessary equipment.

You acknowledge that Mitra Bio may offer different or additional technologies or features to collect or interpret Report information in the future, that your initial purchase does not entitle you to those technologies or features without charge, and that additional fees may apply in order to have a sample collected, processed or interpreted using them.

Risks and Considerations Regarding Mitra Bio Services

The laboratory may not be able to process your sample, and the laboratory process may result in errors. Processing may fail where insufficient material has been collected, where the collection instructions have not been followed, where the sample degrades in transit, or where the results do not meet our standards for accuracy. If initial processing fails for any of these reasons, Mitra Bio will reprocess the same sample at no charge where sufficient material remains. If a second attempt on the same sample fails, Mitra Bio will offer to send you a further kit at no charge so that you may collect a second sample. If you decline that offer, you will be entitled solely and exclusively to a refund of the amount paid to Mitra Bio, less shipping and handling costs. If you accept the offer and processing of the second sample is also unsuccessful, Mitra Bio will not send additional kits and you will be entitled solely and exclusively to a refund of the amount paid, less shipping and handling. Separately, and even where processing meets our standards, a small and unpredictable fraction of the data generated during any laboratory process of this kind may be un-interpretable or incorrect. As this possibility is known in advance and is inherent in the technology, users are not entitled to refunds where such errors occur.

You should not change your health behaviours solely on the basis of information from Mitra Bio. Please discuss your Report information with a physician or health care practitioner before you act on it. If you have concerns or questions about what you learn through Mitra Bio, you should contact your physician or health care practitioner.

Report information you share with others could be used against your interests. You should be careful about sharing your Report information. Legal protection for information of this kind varies from state to state and is not comprehensive. The federal Genetic Information Nondiscrimination Act of 2008 ("GINA") restricts the use of genetic information by health insurers and employers, but it does not extend to life, disability or long-term care insurance, and its application to epigenetic information of the kind generated by our Services has not been clearly established. Some, but not all, states provide further protection. Report information that you choose to share with your doctor or other health care provider may become part of your medical record and, through that route, become accessible to other health care providers or to insurers in the future.

Partner laboratory. Your sample is analysed at a high-complexity laboratory in the United States that is certified under the federal Clinical Laboratory Improvement Amendments of 1988 ("CLIA"), accredited by the College of American Pathologists ("CAP"), and licensed in those states that require a licence for the testing of specimens originating there and in which we offer the Services. CLIA certification and CAP accreditation concern the quality systems, personnel qualifications and analytical processes of the partner laboratory. They are not an endorsement of Mitra Bio’s services, and they do not mean that Mitra Bio’s services have been evaluated or approved by any regulator as a diagnostic test.

The Report is for informational, educational and general wellness use only. We do not provide medical advice. The Report is not intended to be used for any diagnostic or treatment purposes and is not a substitute for professional medical or healthcare advice. The Services are not a medical device and have not been reviewed, cleared or approved by the United States Food and Drug Administration. They are not intended to diagnose, treat, cure, mitigate or prevent any disease, condition or impairment. The use of the Services does not create a physician–patient relationship. You should always seek the advice of your doctor 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 regarding the status of your health. The Services analyze epigenetic (DNA methylation) data derived from your skin sample. They do not test for inherited conditions and are not a genetic test for disease risk, ancestry or family relationship. You acknowledge, however, that the data generated from your sample may constitute "genetic data", "biological sample" information or "consumer health data" under certain state privacy laws, and we handle such data in accordance with those laws and our Privacy Policy.

We are not a HIPAA covered entity. The Health Insurance Portability and Accountability Act of 1996 ("HIPAA") does not apply to the Services and personal or health information collected by Mitra Bio. Our contractual commitments to you in these Terms and Conditions and our Privacy Policy, and by the state and international data protection laws that apply to us, including state consumer health data and genetic privacy statutes, which were enacted specifically to protect information of this kind held by companies that are not covered by HIPAA, will apply to the Services.

Mitra Bio does not endorse, warrant or guarantee the effectiveness of any specific course of action, resource, test, physician or other health care provider, drug, biologic, medical device, cosmetic or other product, procedure, opinion, or other information that may be mentioned on our website or in a Report. Where we identify potentially actionable information for you in the Report, this is based on Self-Reported Information and cross-referenced with publicly available scientific literature, which is intended for informational purposes only and for discussion with your physician or health care practitioner. Any reliance on any information provided by Mitra Bio, Mitra Bio employees, others appearing on our website at the invitation of Mitra Bio, or other visitors to our website, is solely at your own risk.

User Representations

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

You understand that information you learn from Mitra Bio 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, and that while it might point towards something worth discussing, it should always be confirmed and supplemented by additional medical and clinical testing and information.
You acknowledge that Mitra Bio recommends you to seek the advice of your doctor or other health care provider if you have questions or concerns arising from your Report information.
You give permission to Mitra Bio, its contractors, successors and assignees to perform the Services on your skin sample, and you specifically request Mitra Bio to disclose the results of the analyses performed to you and to others you specifically authorise.
You represent that you are eighteen (18) years of age or older.
You represent that you are not a resident of, and will not collect your sample in Alabama, California, Connecticut, Georgia, Hawaii, Illinois, Kentucky, Maine, Maryland, Massachusetts, Michigan, Nevada, New Hampshire, New Jersey, New York, Oregon, Pennsylvania, Rhode Island, South Carolina, and Tennessee.
You are guaranteeing that any sample you provide is your own skin if you are agreeing to these Terms and Conditions.
You agree that any resulting data from your provided skin sample may be transferred to and processed outside the country in which you reside, including in the United Kingdom.
You are warranting that you are not an insurance company or an employer attempting to obtain information about an insured person, an employee or an applicant, and that you are not acting on behalf of any such person.
You take responsibility for all possible consequences resulting from your sharing with others access to your Report information and your Self-Reported Information.
You understand that your personal information will be stored in Mitra Bio databases and processed in accordance with our Privacy Policy.
You specifically understand that you will not receive compensation for any research or commercial product that includes or results from your Report 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, Mitra Bio 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 Mitra Bio and its affiliates against any liability, costs or damages arising out of the breach of the representation.

Orders, Prices and Payment

Your order constitutes an offer to purchase. A contract is formed between you and Mitra Bio when we send you confirmation of dispatch, and not when we acknowledge your order. We may decline any order for any lawful reason, including an error in price or description, unavailability, suspected fraud, or a jurisdiction we do not serve, and where payment has already been taken we will refund it in full.

Prices are stated in United States dollars and exclude sales, use and similar taxes and any shipping charges, which are added at checkout. We may change our prices at any time, but not in respect of an order we have already accepted. Where we discover an error in the price or description of what you have ordered, we will contact you before dispatch so that you may confirm the order at the corrected price or cancel it for a full refund.

Payment is taken at the time of order through our payment processor, and we do not store your full payment card details. You represent that you are authorized to use the payment method you provide and that sufficient funds or credit are available. It is important that you ensure sufficient funds are available to complete your payment on the due date. If a payment fails or is reversed, you may be unable to use the Services, and we may continue to attempt collection or invoice you separately for the unpaid amount. We will notify you by email if a payment fails and if a debt is passed to an external collection agency.

We ship to street addresses within the jurisdictions we serve and provide an estimated delivery window at checkout; estimates are not guarantees. Risk in the kit passes to you on delivery to the address you provided. Where delivery fails because the address provided was incorrect or incomplete, we may charge the reasonable cost of a further attempt.

Cancellation, Returns and Refunds

Before dispatch. You may cancel your order at no charge at any time before we dispatch your kit, and we will refund you in full.
Orders from excluded jurisdictions. If we identify after taking payment that you are ordering from a jurisdiction in which we do not offer the Services, we will cancel the order and refund you in full, and will destroy any sample already received without analysing it.
Unopened, unregistered kits. You may return an unopened and unregistered kit within thirty (30) days of delivery for a refund of the purchase price, provided that you obtain a return authorization from us before shipping it back. Return shipping is at your cost unless the kit was faulty or incorrectly supplied.
After registration or submission. Once you have registered your kit or submitted your sample, we have commenced work that cannot be undone, and the purchase is non-refundable except as provided in the section headed Risks and Considerations above, in the paragraph immediately below, or where a refund is required by law.
Faulty, damaged, incomplete, expired or incorrect kits. Please notify us within thirty (30) days and we will replace the kit or refund you in full, including reasonable return shipping.

Nothing in this section limits any right or remedy available to you under applicable federal or state consumer protection law, including the Magnuson-Moss Warranty Act and any state law affording you a longer or unconditional cancellation right. Where such a law affords you more than this section provides, that law prevails. Refunds are made to the original payment method generally within 3-7 business days of approval.

Mitra Bio Account, Password and Security Obligations

In consideration of your use of the Services, you agree to:

Provide true, accurate, current and complete registration information about yourself as prompted by the Services; and
Maintain and promptly update that registration information to keep it true, accurate, current and complete.

If you provide registration information that is untrue, inaccurate, not current or incomplete, or if Mitra Bio has reasonable grounds to suspect that it is, Mitra Bio has the right to suspend or terminate your account and refuse any and all current or future use of the Services.

Your kit carries a unique identifying number, which you must register in your account before returning your sample. We cannot process an unregistered sample and we cannot match an unregistered sample back to you after receipt. A sample that remains unregistered ninety (90) days after receipt by our laboratory may, at our sole discretion, be disposed of or destroyed at any time thereafter, and we shall have no liability to you arising from a decision to dispose of, destroy or retain an unregistered sample.

After you have purchased the Services, you will create a password and account designation. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities occurring under them. Any person who has your credentials will be able to read your Report. If you allow a third party to access the Mitra Bio website through your username and password, you will defend and indemnify Mitra Bio and its affiliates against any liability, costs or damages, including attorneys' fees, arising out of claims by that third party relating to such access and use. You agree to notify Mitra Bio immediately at support@mitra.bio of any unauthorised use of your password or account or any other breach of security, and to sign out of your account at the end of each session. Mitra Bio cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Our support personnel may access your account solely for the purpose of investigating or resolving an issue you have reported. All such access is logged, monitored and limited to what is necessary.

Self-Reported Information should be accurate to the best of your knowledge. We rely on it in preparing your Report, and inaccurate information may produce a misleading Report.

Mitra Bio Privacy Policy and Protection of your Personal Information

In order to use the Services, you must first acknowledge and agree to our Privacy Policy, which forms part of these Terms and Conditions. You may not use the Services if you do not accept the Privacy Policy. You can acknowledge and agree to it by clicking to accept it where that option is made available to you, or simply by making use of any of our Services.

When you submit a skin sample to us, it will be used to run a laboratory test and provide you with your Report. Residual sample material is destroyed once the test has been carried out or retained in accordance with applicable law and destroyed thereafter.

US state consumer health data and genetic privacy consents. Where you reside in, or provide your sample from, a US state whose law governs consumer health data or genetic data, we will obtain from you, separately from these Terms and Conditions, a specific informed consent or authorisation that satisfies the requirements of those laws.

To protect your privacy, the laboratory partner will never receive your personal contact details – only demographic information. All testing is carried out according to the unique identifying number assigned to each kit, together with only such limited information as is necessary for accurate analysis. When we receive the test results back from the laboratory, we match the unique identifying number to your contact details and make the Report available to you. We do not share your contact information or the details of your Report with any other person, apart from any Specialist Consultant you have chosen to advise you on its findings.

Where we offer access to a Specialist Consultant, that Consultant is an independent professional contracted by us and is not an employee or agent of Mitra Bio. We are not party to your discussions with a Specialist Consultant. Under our agreements with them, Specialist Consultants are required to hold all personal details and information received from you securely and in compliance with applicable data protection laws.

Customer Conduct - Unlawful and Prohibited Use

As a condition of your use of the Services, you warrant to Mitra Bio that you will not use the Services for any purpose that is unlawful or prohibited by these Terms and Conditions or by any notice given to you. You may not use the Services in any manner that could damage, disable, overburden or impair them, or interfere with any other party's use and enjoyment of them. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You may not use the Services outside the country to which your sample collection kit was shipped. Furthermore, you agree not to:

Submit any sample that is not your own;
Use the Services, a Report, or any Report information for any diagnostic, clinical, employment, insurance or forensic purpose;
Use any information received through the Services to attempt to identify or contact other customers, or to attempt to re-identify any individual from aggregated or de-identified information;
Reverse engineer, decompile, or otherwise attempt to discover the source code, models, algorithms or methods underlying the Services;
Use manual or automated software, devices, scripts, robots or other means to access, "scrape", "crawl" or "spider" any part of our website, or systematically extract data from it, unless explicitly permitted by Mitra Bio;
Engage in "framing", "mirroring", or otherwise simulating the appearance or function of Mitra Bio's website;
Attempt to or actually override any security component of Mitra Bio's web Services, or probe, scan or test the vulnerability of our systems;
Interfere with or disrupt the Services or the servers or networks connected to them, or transmit any material containing software viruses or other code designed to interrupt, destroy or limit the functionality of any software, hardware or telecommunications equipment;
Impersonate any person or entity, including anyone affiliated with Mitra Bio, falsely state or misrepresent your affiliation with a person or entity, or manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
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, colour, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status;
"Stalk" or otherwise harass another person, or harm minors in any way;
Upload, post, email or otherwise transmit any content that you do not have a right to transmit under any law or under a contractual or fiduciary relationship, or that infringes any patent, trademark, trade secret, copyright or other proprietary right of Mitra Bio or any other party;
Advertise or offer to sell or buy any goods or services for any business purpose, or transmit any unauthorised advertising, promotional material, "junk mail", "spam", "chain letters" or other form of solicitation; or
Violate any applicable local, state, national or international law, or any regulation having the force of law.

You acknowledge and agree that you are solely responsible for any breach of your obligations under these Terms and Conditions and for the consequences of any such breach, including any loss or damage which Mitra Bio may suffer. In case of breach of any one of these provisions, Mitra Bio has the right to suspend or terminate your account and refuse any and all current or future use of the Services.

User Content

You acknowledge that all user content, excluding any information generated in the course of a consultation with a Specialist Consultant ("User Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person from whom it originated. This means that you, and not Mitra Bio, are entirely responsible for all User Content that you upload, post, email or otherwise transmit via the Services.

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

Your Proprietary Rights

User Content. Mitra Bio does not claim ownership of the User Content you provide to us (including feedback and suggestions) or post, upload, input or submit to the Services. 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 Mitra Bio, its affiliated companies, sublicensees, successors and assignees a worldwide, royalty-free, non-exclusive and sublicensable licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, edit, reformat and create derivative works from that User Content, for the purpose of operating, improving and supporting the Services, and for any further purpose to which you separately consent. This licence terminates when you delete the relevant User Content or close your account, except to the extent that we are required by law to retain it and except in respect of material already incorporated into aggregated or de-identified information. You represent and warrant to Mitra Bio that you have all the rights, power and authority necessary to grant this licence.

Waiver of Property Rights. As stated above, you understand that by providing any sample, having your Report information processed, accessing your Report information, or providing Self-Reported Information, you acquire no rights, including but not limited to intellectual property rights, in any research finding, dataset, database, model, algorithm, methodology, biomarker, publication, or commercial product that may be developed by Mitra Bio or its collaborating partners. You specifically understand that you will not receive compensation, royalties, profit-sharing or other consideration for any research or commercial product that includes or results from your Report information or Self-Reported Information.

Indemnity

You agree to defend and hold Mitra Bio, and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors and assignees 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 Services; your use of or connection to the Services; your submission of a sample you were not authorised to submit; your violation of these Terms and Conditions; or your violation of any rights of a third party.

We will notify you of any claim in respect of which we seek indemnity. You may not settle any claim in a manner that imposes an obligation or admission upon Mitra Bio without our prior written consent, and we reserve the right to conduct our own defence at our own cost.

No Resale of Service or Services Content

Unless otherwise agreed in a separate agreement between you and Mitra Bio, 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 purpose all or any portion of the Services, the use of the Services, or access to the Services.

You acknowledge that the content presented to you as part of the Services, whether original Mitra Bio content or sponsored content, is protected by copyright and other intellectual property rights owned by Mitra Bio or by the sponsors who provide that content to us. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on that content, in whole or in part, unless you have been specifically told that you may do so by Mitra Bio or by the owner of that content, in a separate agreement.

General Practices Regarding Use and Storage

You acknowledge that Mitra Bio may establish general practices and limits concerning use of the Services, including the maximum period for which personal information and content will be retained and the extent of access permitted in a given period, and that we may change those practices and limits at our sole discretion. We will give you not less than 30 days' notice before ceasing to make a Report available to you, so that you may download a copy. You acknowledge and agree that Mitra Bio has no responsibility or liability for the deletion of, or failure to store, any message, communication or other content, or for the loss of Report information due to malfunction or destruction of data servers or other catastrophic events.

Modifications of Service

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

The software you use may from time to time automatically download and install updates from Mitra Bio. 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 or new versions. You agree to receive such updates as part of your use of the Services.

Termination

These Terms and Conditions will continue to apply until terminated by either you or Mitra Bio as set out in this section.

If you want to terminate your legal agreement with Mitra Bio, you may do so by notifying us 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 the address set out in the Notice section below, or online. If you provide notice online, Mitra Bio 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. Closing your account does not of itself delete all personal information relating to you; deletion and retention are governed by our Privacy Policy and by our legal obligations.

Mitra Bio may at any time terminate its legal agreement with you (and, in conjunction therewith, your password and account) if:

You have breached any provision of these Terms and Conditions;
Mitra Bio is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful);
Mitra Bio is transitioning to no longer providing the Services to users in the state or country in which you reside or from which you use the Services; or
The provision of the Services to you by Mitra Bio is, in Mitra Bio's opinion, no longer commercially viable.

Where termination is not on account of your breach, we will give you reasonable notice and refund any amount you have paid in respect of a Service we have not delivered. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services may be referred to the appropriate law enforcement authorities. You acknowledge and agree that Mitra Bio shall not be liable to you or to any third party for any termination of your access to the Services.

Survival of Terms and Conditions

When these Terms and Conditions come to an end, all of the legal rights, obligations and liabilities that you and Mitra Bio have benefited from, been subject to (or which have accrued over time while these Terms and Conditions have been in force), or which are expressed to continue indefinitely, shall be unaffected by that cessation, and the relevant provisions shall continue to apply to those rights, obligations and liabilities indefinitely.

Dealings with Information Providers and Listed Resources

Your correspondence or business dealings with, or participation in promotions of, information providers, vendors, practitioners and resources found on or through the Services — including payment for and delivery of related goods or services, and any terms, conditions, warranties or representations associated with those dealings — are solely between you and that provider or resource. You acknowledge and agree that Mitra Bio 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 providers or resources in connection with the Services.

Hyperlinks and the Mitra Bio Website

The Services provide, and third parties may provide, links to other sites and resources on the internet. Because Mitra Bio has no control over those sites and resources, you acknowledge and agree that Mitra Bio is not responsible for their availability, does not endorse them, and is not responsible or liable for any content, advertising, products or other materials on or available from them. You further acknowledge and agree that Mitra Bio 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 content, goods or services available on or through any such hyperlinked site or resource.

Mitra Bio's Proprietary Rights

You acknowledge and agree that Mitra Bio (or Mitra Bio's licensors, as applicable) owns all legal right, title and interest in and to the Services, including any intellectual property rights (including but not limited to copyright, trademarks, patents and industrial designs) which subsist in the Services, whether those rights are registered or not and wherever in the world they may exist. This includes the models, algorithms, methodologies, reference datasets and other results that we develop from aggregated or de-identified information. You further acknowledge that the Services may contain information designated confidential by Mitra Bio, and that you shall not disclose that information without our prior written consent.

You further acknowledge and agree that the Services and any necessary software used in connection with them contain proprietary and confidential information protected by applicable intellectual property and other laws. Except as expressly authorised by Mitra Bio, 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, in whole or in part.

Unless expressly authorised in writing by Mitra Bio, you agree that in using the Services you will not use any trademark, service mark, trade name or logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of those marks, names or logos. You agree not to remove, obscure or alter any proprietary rights notice affixed to or contained within the Services. You agree not to access the Services by any means other than through the interface provided by Mitra Bio. Any rights not expressly granted herein are reserved.

Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THE FOLLOWING STATEMENTS.

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT FOR ANY WARRANTY EXPRESSLY GIVEN IN THESE TERMS AND CONDITIONS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MITRA BIO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

MITRA BIO MAKES NO WARRANTY THAT: (a) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE OR ERROR-FREE; (c) ANY REPORT, MEASUREMENT OR INTERPRETATION WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE OR CLINICALLY VALID; (d) ANY RESULT WILL BE REPRODUCED BY A FURTHER TEST, WHETHER CARRIED OUT BY MITRA BIO OR BY ANY OTHER PERSON; (e) THE QUALITY OF ANY PRODUCT, SERVICE, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (f) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM IT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MITRA BIO OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY.

SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NOTHING IN THIS SECTION EXCLUDES LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.

Limitation of Liability

WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT MITRA BIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

THE USE OF OR THE INABILITY TO USE THE SERVICES;
ANY ACTION YOU TAKE, OR REFRAIN FROM TAKING, BASED ON INFORMATION YOU RECEIVE IN, THROUGH OR FROM THE SERVICES;
THE ACTS, OMISSIONS OR ADVICE OF ANY SPECIALIST CONSULTANT, PHYSICIAN, OTHER HEALTH CARE PROVIDER OR OTHER THIRD PARTY;
YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
THE LOSS, DAMAGE, DELAY OR DEGRADATION OF A SAMPLE IN TRANSIT;
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES;
UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA WHERE WE HAVE EMPLOYED REASONABLE SECURITY MEASURES;
THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; OR
STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICES.

YOU ACCEPT THAT THE TOTAL AGGREGATE LIABILITY OF MITRA BIO ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT PAID BY YOU TO MITRA BIO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED UNITED STATES DOLLARS (US $100).

NOTHING IN THIS SECTION LIMITS OR EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR FOR ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REFLECT AN AGREED ALLOCATION OF RISK FORMING AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MITRA BIO.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DETERMINE YOUR CLAIM.

This section explains how disputes between you and Mitra Bio are resolved.

Initial dispute resolution. We are available at support@mitra.bio to address any concern you may have about your use of the Services, and most concerns can be resolved quickly this way. Before commencing arbitration or litigation, you agree to use best efforts to settle any dispute, claim, question or disagreement directly, through consultation and good faith negotiation. Written notice of a dispute should describe the dispute and the relief sought and should be sent to support@mitra.bio and to the address in the Notice section below. This is a precondition to either party commencing formal proceedings.

Agreement to binding arbitration. If the parties have not reached an agreed solution within sixty (60) days of that notice, either party may commence binding arbitration. Except for the disputes excluded below, all claims arising out of or relating to these Terms and Conditions (including their formation, performance and breach), the parties' relationship with each other, and your use of the Services, shall be finally settled by binding individual arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules then in effect, before a single neutral arbitrator, rather than in court. If the AAA is unavailable or declines to administer the arbitration, the parties will agree on another established provider that administers consumer arbitrations under rules consistent with this section, and if the parties fail to come to such an agreement, a court of competent jurisdiction may appoint an arbitrator. The interpretation and enforcement of this provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The arbitration may be conducted on documents, by telephone or video, or in person in the county in which you reside, at your election. We will pay filing, administration and arbitrator fees to the extent required by the applicable consumer rules, and will not seek recovery of our own costs from you if you do not prevail. The arbitrator may grant any relief that would be available to you individually in a court of law or equity, and the award may be entered as a judgment in any court of competent jurisdiction. You understand that, absent arbitration, you would have the right to sue in court and to a jury trial, and that the right to discovery may be more limited in arbitration than in court.

Class action and jury trial waiver. You and Mitra Bio each agree that any arbitration or permitted court proceeding shall be conducted in the parties' individual capacities only, and not as a class, collective, consolidated, mass or representative action, and each of us expressly waives any right to bring or participate in such an action. The arbitrator may not consolidate the claims of more than one person or preside over any form of representative proceeding. You and Mitra Bio each also waive any right to a trial by jury. If any court or arbitrator determines that this paragraph is unenforceable in respect of a particular claim or remedy, that claim or remedy shall be severed and determined in court, and the remainder of this section shall continue to apply.

Exceptions. Notwithstanding the agreement to arbitrate, either party may bring an individual claim in a small claims court where the claim falls within that court's jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction in respect of intellectual property rights or to prevent unauthorised access to or misuse of the Services. Nothing in this section prevents you from bringing a complaint before a government agency, or from participating in an action brought by a government agency on your behalf.

Thirty (30) days right to opt out. You have the right to opt out of, and not be bound by, the arbitration and class action waiver provisions above, by sending written notice of your decision to support@mitra.bio stating your name, the email address associated with your account, and that you decline arbitration. Notice must be sent within thirty (30) days of your first acceptance of these Terms and Conditions, failing which you will be bound to arbitrate. Opting out will not affect your use of the Services in any way, and we will not treat it as a ground for refusing or degrading service. If you opt out, Mitra Bio will not be bound by those provisions either.

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 to these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose, or be forever barred. This does not apply where applicable state law prohibits the shortening of a statutory limitation period.

Exclusive venue for litigation. To the extent that the arbitration provisions above do not apply, or where you have opted out of arbitration, you agree that any litigation shall be filed exclusively in the state or federal courts located in Cabarrus County, North Carolina, except that small claims actions may be brought in the county in which you reside, and you consent to the jurisdiction of those courts. Nothing in this paragraph deprives you of the protection of any mandatory consumer law of your state of residence.

Applicable Law

These Terms and Conditions, and any dispute arising out of or relating to them or to the Services, shall be governed by the laws of the State of North Carolina and the applicable federal law of the United States, without regard to conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Notice

Notices to you may be made via either email or regular mail. Mitra Bio may also provide notices of changes to these Terms and Conditions, or of other matters, by displaying notices or links to notices generally on or through the Services. It is your responsibility to keep the contact details on your account current.

Official notices related to these Terms and Conditions must be sent to us at:

Mitra Bio Ltd, ATTN: Legal, Translation and Innovation Hub, 84 Wood Lane, London, W12 0BZ, United Kingdom. Copy by email to: support@mitra.bio

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

Customer support: support@mitra.bio

California residents. Under California Civil Code section 1789.3, you may report a complaint regarding the Services to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Electronic Communications

You consent to receive communications from us electronically, including by email and through your account, and you agree that electronic communications, agreements, notices and disclosures satisfy any legal requirement that they be in writing, in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. Marketing emails include a facility to unsubscribe; communications concerning your order, your sample and your Report form part of the Services.

Changes to Terms and Conditions

Mitra Bio may make changes to these Terms and Conditions from time to time. When changes are made, Mitra Bio will make a new copy available on its website bearing a new effective date, and any additional terms will be made available to you from within or through the affected Services. Where a change is material, we will give you not less than thirty (30) days' notice before it takes effect, by posting notice on our website or by sending a message to the email address associated with your account.

Changes are not retroactive, and the version of these Terms and Conditions in force when you placed an order continues to govern that order. You acknowledge and agree that if you use the Services after the date on which these Terms and Conditions have changed, Mitra Bio will treat your use as acceptance of the updated Terms and Conditions. If a change is unacceptable to you, you may stop using the Services and close your account.

Force Majeure

Neither party shall be liable for any failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, labor dispute, failure of utilities or carriers, laboratory closure, or governmental action. Where such an event prevents us from delivering the Services in a timely manner, we will refund you.

Entire Agreement

These Terms and Conditions, together with our Privacy Policy or additional terms presented to you at the point of use, constitute the entire agreement between you and Mitra Bio and govern your use of the Services, superseding any prior agreements between you and Mitra Bio on this subject. You may also be subject to additional terms and conditions that apply when you use affiliate services, third-party content or third-party software.

Waiver

The failure of Mitra Bio to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of that right or provision. If any provision is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in that provision, and the other provisions shall remain in full force and effect.

Severability

If any portion of these Terms and Conditions is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remaining portion will remain in full force and effect.

Third Parties

These Terms and Conditions are between you and Mitra Bio. No other person has any right to enforce any of their provisions.

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 these Terms and Conditions are for convenience only and have no legal or contractual effect. These Terms and Conditions are made in the English language, and any translation is provided for convenience only.

Assignment

You may not assign or delegate any rights or obligations under this agreement, and any purported assignment or delegation shall be ineffective. We may assign or delegate our rights and obligations, in whole or in part, to an affiliate or in connection with a merger, acquisition, financing or sale of assets, upon notice to you, provided that your rights under this agreement are not thereby reduced.