PreDermAI, Inc.

User Agreement

Last Modified: 5 May, 2022

Welcome to the website operated by PreDermAI, Inc. (referred to as “PreDermAI”, “we”, “us”, or “our”). The following terms and conditions (“User Agreement”) govern your access and use of the https://monarch-skin.com/ website and iuno mobile app, including any content, functionality and services offered on or through our website.

Agreement. By clicking on the box when registering for Services (as defined below) or by using the our website (the “Site”), you indicate that this User Agreement is a binding agreement between you as the person who has created your Account (referred to as “you” or “your”) and PreDermAI and that you have read and understood the following terms, including those in our Privacy Policy and Consent for Services, all of which are incorporated by reference. Capitalized terms used but not defined in this User Agreement have the meaning given to them in our other policies (e.g., Privacy Policy and Consent for Services).

Purpose of the Services and Site. PreDermAI operates a service for individuals who have established an Account and whose Account is in good standing (“Members”) to sign up for at-home sample collection laboratory testing kits, to use the PreDermAI mobile app, and to receive and use skincare products provided by PreDermAI (collectively, the “Services”).

Access to the Services and the Site. Subject to your compliance with the terms of this User Agreement, PreDermAI grants you a personal, limited, terminable, non-exclusive, non-transferable right to access the Site and use the Services solely for your personal health and wellness.

Restrictions on Use.

You will not, and will not attempt to:

• Modify, translate, adapt or otherwise create derivative works or improvements, of the Site or any content or source code;
• Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Site or any part thereof;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, publicly perform or display, transfer or otherwise make available the Site or any features or functionality of the Site, to any third party for any reason, including by making the Site available on a network where it is capable of being accessed by more than one device at any time;
• Remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Site;
• Upload or introduce any virus or malware to the Site;
• Interfere with the operation or availability of the Site, or the hardware, software and network(s) used to operate the Site;
• Sublicense or transfer any of your rights under this User Agreement or otherwise use the Services for the benefit of a third party;
• Create or access a Member’s Account using any automated means or under false pretenses;
• Otherwise use the Services or the Site in any manner that exceeds the scope of the access right described above.

You may not use the Site or Services to do any of the following:

• Harass or advocate harassment of another person or entity;
• Perform any activities that violate any state, local, federal, or international laws or regulations;
• Impersonate any person or entity or misrepresent in any way your affiliation with a person or entity;
• Perform research studies, or any other use of our Services outside of testing of Member collected biological samples without the explicit written consent of PreDermAI;
• Transmit unsolicited mass mailings, or “spam;”
• Attempt to collect or use personal information about Members, users or third parties without their consent;
• Collect or store any information about other users or Members, other than in the normal course of using the Site for facilitating voluntary communication among users;
• Transmit or introduce any virus, worm, defect, Trojan horse, time bombs, date bombs, adware, spyware, or similar destructive or harmful item;
• Interfere with security-related features of the Site, including by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of the Site or any part thereof except to the extent that such activity is expressly permitted by applicable law; or
• Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure.

User Accounts.

You agree to (i) provide truthful and accurate registration information as requested by us; (ii) promptly inform us of any changes to your registration information, including, but not limited to, your address and email address; (iii) take all reasonable precautions to safeguard access to your password and to prevent unauthorized access to or use of the Services; (iv) promptly report to us any unauthorized use of your login information or the Services of which you become aware; and, (v) ensure that you log out from your Account at the end of each session.

You are responsible for keeping your Account login credentials (username and password) confidential and not sharing them with unauthorized users. If you disclose your login credentials to someone, you are responsible for any use, disclosure, additions, deletions and modifications of your information.

The Site and the Services are intended for access and use by individuals over 18 years of age unless otherwise noted. You represent and warrant (i) that you are at least 18 years old and reside in a state in the United States in which our Services may legally be provided, and (ii) you are the person whose name and other information have been provided for the Member account that you have or are creating. You agree that all samples that are sent to the lab using the test kit you receive shall be only samples from you and no other person.

The Services.

Members may sign up for Services, which entitles Members to request one test kit, access to our mobile app, and to receive and use PreDermAI skincare products. You collect the applicable biological sample(s) and complete any required information, which may include medical information, required waivers, consents or authorizations. Failure to provide the required information or to execute the required documents may result in your sample(s) not being tested. Using the provided pre-addressed mailer, you will send the completed test kit and biological sample(s) to us, which we will send to a certified lab (“Lab”) to perform the testing. Biological samples shall consist solely of human fluids and/or tissue that are intended to be analyzed for the individual’s sole use and other uses in the future, which may include research, publications, and commercial uses. The Lab sends the results of the tests to us. We may provide the test results to you via our Services in an easy to understand format, along with recommended PreDermAI products.

We are not responsible, or liable to you or any third party, for the content of or accuracy of any materials, goods, or services provided by any third parties.

PreDermAI implements several safeguards to avoid technical errors, however some samples may not meet quality requirements by our Labs and may fail analysis.

Fees and Payment.

Your use of the Services is currently provided free of charge. PreDermAI may provide Services for purchase at a later date and will update the Site and Services with payment information.

Feedback You Give Us and Content You Provide.

By your submitting, posting, or displaying content of any kind (“User Content”), you (i) represent and warrant that you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize us to use and distribute your User Content as necessary to exercise the licenses granted by you in this User Agreement and in the manner contemplated by us and this User Agreement, and (ii) give us, our affiliated companies, sublicensees and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, nonexclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content that you submit, post, or display on or through the Site, our blog, our related websites or by other means. You acknowledge and agree that this license includes a right for us to make such User Content available to other companies, organizations, or individuals with whom we have relationships, and to use such User Content in connection with the provision of Services, in accordance with our Privacy Policy. You acknowledge and agree that all User Content you submit to us, including, but not limited to, feedback data, such as questions, comments, suggestions and any other response is deemed to be nonconfidential.

You are responsible for all User Content that you post on our Site or through the Services. You may not post User Content that: is not your own original creation or that you do not have permission to use (keep in mind that just because something on the internet does not have a copyright notice on it doesn’t mean you can use it without permission); infringes the copyright, trademark, patent right, or other proprietary right of any person or that is used without the permission of the owner; you know to be inaccurate; is pornographic, sexually explicit, or obscene; exploits children or minors; violates the rights of privacy or publicity of any person; is harassing, libelous, slanderous, or defamatory; contains any personally identifying information about any person without their consent or about any person who is a minor; may be deemed generally offensive to the community, including blatant expressions of bigotry, prejudice, racism, hatred, profanity or religious or political radicalism; includes advertisements, promotions, solicitations, spam, or offers to sell any goods or services for any commercial purpose; is off topic; is intended to provide professional advice, including but not limited to, the provision of medical treatment, or legal, financial or investment advice; violates any local, state, federal, and/or international laws or regulations; promotes or provides instructional information about illegal or illicit activities; contains software viruses or any other computer code, files, or programs designed to destroy, interrupt, or otherwise limit the functionality of any computer software, computer hardware, or other equipment; or, is intended to overwhelm, cause technical disruptions of or denial of service to our servers.

Use of Member Information. 

We will maintain and use your information according to our Privacy Policy, located at https://predermai-inc.github.io/privacy_policy  which is incorporated by reference into this User Agreement, and which may be modified from time to time at our discretion. Your continued use of the Site or the Services indicates that you accept such modifications.

No Medical or Health Services. You acknowledge that we are not a health advisor, and we do not provide medical, health or other professional advice. The information available on the Site and provided through the Services are not a substitute for professional medical advice. You should always seek the advice of your physician or another licensed health care provider with any questions you may have regarding your health.

You agree that we may store, transmit, receive, process, and/or access your personal information, including sensitive information, on or from our servers or those of our services providers which may be in or outside of the United States. We use a range of measures to safeguard information but these other countries may have laws that are different from those of the United States. You also consent to your personal information, including sensitive information, being transferred in the event of a business transition such as, but not limited to, a merger, sale, asset or stock acquisition by another company, or other transaction or proceeding. In such a case, your information would be used as set out in our Privacy Policy.

Intellectual Property Rights. Ownership of all intellectual property and other rights in the Site, including, but not limited to, the software, design, layout, content, links, and the like shall remain with us and our licensors, as applicable. All Site content is protected by copyright and is owned by us or used with permission. We reserve all rights not specifically granted in this User Agreement.

Third Party Materials. The Site may display, include or make available third-party content (including data, information, applications and other products, services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). You acknowledge and agree that we are not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Disclaimer of Warranties.

THE SITE AND SERVICES ARE PROVIDED TO YOU “AS IS, AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND OUR AND OUR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SITE AND THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY AND MAKE NO REPRESENTATION OF ANY KIND THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS.

WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANY OF OUR PROVIDERS, PARTNERS OR AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE SITE OR SERVICES, OR THE INFORMATION, CONTENT INCLUDED THEREON; (II) THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE SITE OR SERVICES; OR (IV) THAT THE SITE, OUR (AND OUR SERVICE PROVIDERS’) SERVERS, THE CONTENT, OR COMMUNICATIONS SENT FROM OR ON BEHALF OF US ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIME BOMBS OR OTHER HARMFUL COMPONENTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. You agree that we assume no responsibility for any content you submit, upload, create or make available through the Site.

Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OR ANY OF OUR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE OR THE SERVICES FOR:

PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OR CORRUPTION DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES;

ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THE SITE OR THE SERVICES;

YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

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;

THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES;

DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE GREATER OF ONE HUNDRED DOLLARS (U.S.). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR CAUSE OF ACTION AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

WE DO NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR THE SERVICES, OR ANY RELATED SERVICES. THE OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OUR CONTROL.

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE SITE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, DATA, AND INFORMATION SUBMITTED TO THE SITE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. IF YOU ARE A RESIDENT OF A STATE WITH PROTECTIONS SIMILAR TO CALIFORNIA CIVIL CODE § 1542, YOU HEREBY WAIVE SUCH PROVISIONS OR PROTECTIONS.

Indemnification. You agree to indemnify, defend and hold us and our officers, directors, employees, agents, affiliates, service providers, successors and assigns harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and costs, arising from or relating to (i) your use or misuse of the Site; (ii) your breach of this User Agreement; (iii) any User Content you submit, post to or transmit through the Site or the Service; or, (iv) your violation of any third party’s rights, including, but not limited to, intellectual property rights, right of privacy, right of publicity and confidentiality.

Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this User Agreement or the purchase, registration, or use of any PreDermAI product or Services, we and you (collectively, the “Parties”) shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, the Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such solution within a period of thirty (30) days, then all disputes shall be resolved by binding arbitration in Santa Clara, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this section. This agreement to arbitrate will be specifically enforceable in any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. The Parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the Parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The Parties agree that the arbitrator shall have sole authority to decide whether claims brought by either party (excluding claims brought under Section 21 below) are subject to this dispute resolution agreement. The decision of the arbitrator shall be made in writing, shall be final, judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by sections 10 and 11 of the Federal Arbitration Act, the terms of which sections the Parties agree shall apply. The fees charged by the AAA and arbitrator shall be shared equally by the parties.

Governing Law. All disputes arising out of or relating to the User Agreement shall be governed by California law regardless of where you access the Site or the Services, and notwithstanding any conflicts of law principles.

Preliminary Equitable Relief and Intellectual Property Claims. Either party to this User Agreement may bring a claim related to intellectual property rights, or seek temporary or preliminary specific performance or temporary or preliminary injunctive relief, in any court of competent jurisdiction, without the posting of bond or other security.

Miscellaneous.

Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a collective or class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under the User Agreement. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

Limitation of Time to File Claims. Any action, claim or dispute you have against us must be filed within one year, unless prohibited by applicable law. To the extent permitted by law, any claim or dispute under this User Agreement or the purchase, registration, or use of any PreDermAI product or Services must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute is not filed within one year, it is permanently barred.

Notices. You agree that we may provide you with notices, including those regarding changes to this User Agreement, by email to the address you provide at the time of registration or as reflected in your Member profile on the Site.

No Affiliation with PreDermAI. You agree not to hold yourself out as in any way sponsored by, affiliated with, endorsed by, in partnership or venture with, nor as an employee or employer of PreDermAI, any of our affiliates or service providers.

Entire Agreement. This User Agreement, including the other documents referenced and referred to herein, constitutes the entire agreement between you and us with respect to the Site and the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this User Agreement and any other terms, the terms of this User Agreement shall govern. If any provision of this User Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this User Agreement will continue in full force and effect. The headings of sections and paragraphs in this User Agreement are for convenience only and shall not affect its interpretation.