Effective Date: April 1, 2025
These legally binding Terms of Use (”Terms”) set forth the terms and conditions between Myriad Genetics, Inc. and its subsidiaries, including but not limited to Assurex Health, Inc. d/b/a Myriad Neuroscience (“Myriad,” “us,” “our,” or “we”) and you (“User,” “you,” or “your”) when you access and/or use the online Genesight Provider Portal, located at mygenesight.com, and/or the Myriad Provider Portal, located at provider.myriad.com (collectively, the “Portals”), including any features and services we provide on the Portals (the “Services”). By checking or clicking any acceptance boxes, you hereby (i) consent to the collection, use, and sharing of your information as described in our Privacy Notice, which is incorporated into these Terms; (ii) accept these Terms and agree to be bound by them; and (iii) represent and warrant to Myriad that (a) you have the authority to enter into these Terms; (b) these Terms are binding and enforceable against you; and (c) to the extent an individual is accepting these Terms on behalf of an entity, such individual has the right and authority to agree to all the terms set forth herein on behalf of such entity.
In some instances, both these Terms and separate terms setting forth additional issues may apply to a service or product offered to you (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, these Terms will control unless the Additional Terms expressly state otherwise.
These Terms are effective as of the date posted above; however, we may modify these Terms at any time and without notice to you. As of the effective date listed above, the posted Terms will supersede and replace any prior terms and any modifications will take effect. Please check this page regularly to ensure that you are aware of the current Terms.
We do not provide medical or legal advice through the Portals or Services. Do not use any information provided as a substitute for obtaining professional medical advice, diagnosis, or treatment. We do not recommend or endorse any specific third-party physicians, products, procedures, opinions, or other information. You rely at your own risk on any information provided by us, other people appearing on or in the Portals or Services at our invitation, or other visitors to the Portal.
A. Services
We intend our Portals and Services to be used only by qualified healthcare professionals (“Clinicians”). Where allowed by applicable law and these Terms, a Clinician may designate individuals to use the Services on the Clinician’s behalf (each, a “Delegate”). A Clinician must comply with the process described in these Terms for appointing a Delegate. Only Delegates and Clinicians (together referred to as “Authorized User(s)” or “you”) may access the Portals or use the Services.
Our Services allow Authorized Users to order certain diagnostic tests and/or provide information used to facilitate Myriad operations in delivering Myriad test results. We may modify or discontinue any aspect of our Services at any time and without notice.
B. Grant of Rights to the Portals
Subject to the terms and conditions of these Terms, we hereby grant you a limited, worldwide, non-transferable, non-exclusive rights to use the Portals, as it may be updated from time to time, solely in support of your internal business security and operations.
C. Proprietary Rights to the Services and Content
The Services may contain materials and other items relating to Myriad, including (i) data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, layout, databases, articles, posts, text, URLs, software, technology, interactive features, and the “look and feel” of the Portal; (ii) logos, service marks, trademarks, trade names, trade dress, and trade identities of various parties, including those of Myriad; and (iii) other forms of intellectual property (collectively “Content”). The Content, Portals, and our Services are protected by applicable law (including copyright, trademark, and intellectual property law).
A. Comply With Applicable Law
You understand and agree that when you use the Services you may have access to confidential, sensitive, and personal information. It is your responsibility to comply with all laws, regulations, directives, and guidance applicable to that information. In the U.S., applicable laws may include but are not limited to the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act of 2009 (“HIPAA”) and the Washington My Health My Data Act; and in the European Union, applicable law includes the General Data Protection Regulation (EU) 2016/679 (“GDPR”) (collectively, “applicable laws”). Additional international, state, and local laws may apply. It is your responsibility to obtain any consents necessary to provide a patient’s personal or health-related information to us.
B. Keep Your Account And Information Secure
In order to access some features of the Portals, you must register and create an individual account you have been authorized to access, whether directly for yourself or through your entity (“your account”). When creating your account, you agree to provide accurate and complete information. Usernames and passwords must be personal and unique and may not violate the rights of any person or entity. We may reject the use of any password, username, or email address for any reason in our sole discretion.
You will use a unique username and password to access the Portals. You are responsible for keeping this username and password confidential. You are also responsible for all uses of your account, including if performed by your agent, even if that agent is not an Authorized User. To maintain account security, we recommend that you change your password regularly and when you have any reason to believe that your password has been compromised. You may change your password at any time by clicking “Forgot your password?” You must immediately notify us by [email protected] of any unauthorized access to your account, or if you suspect your account has been compromised. We will not manage or have access to your password, so we will not be able to retrieve it for you if you misplace it.
You agree that you are responsible for any misuse of your account, even if you are unaware of the misuse. You may also be liable to us or third parties for any misuse of the Portals or our Services through your account, including liability that arises under HIPAA and other applicable law. You must not use anyone else’s account unless you have his or her permission. You must not provide your password to anyone else, including any representative of Myriad. You may terminate your access by contacting us at the email address listed in Section 17.
You agree that you are responsible for any further uses you make of the information accessed through the Portals. For example, if you download, reproduce, or transfer such information to third parties, you are responsible for doing so responsibly and in a secure manner, and in compliance with your obligations under HIPAA and other applicable laws.
C. Use of the Portal
Except as expressly authorized by these Terms, you agree not to:
You may not use any of the protected aspects of the Portals or Services without our permission. Protected health and personal information (as described in our Privacy Notice) provided through the Services (such as test reports and patient information or test requisition forms) may be used and distributed only for purposes of treatment, payment, or relevant healthcare operations.
For purposes of this Section 4 (Clinician Responsibilities) set forth below, the words “you” and “yours” apply only to a Clinician and not to any other Authorized User.
A. Properly Authorize Delegates
You may authorize individuals to access the Portals and use our Services on your behalf (“Delegates”). To authorize a Delegate, you must first ensure that your use of a Delegate is permitted under applicable law (which you agree is your responsibility to determine). If legally permitted, once you have selected a Delegate, you must notify us of your selection and complete any required paperwork. We will provide unique login information for your Delegate, which he or she may use only once the Delegate expressly accepts these Terms. You should not provide the Delegate with your access credentials or login information.
For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate, without notice. You will not sell, transfer, or assign your account. If you violate this Section 4, we may suspend or terminate your account or bring other legal action against you. You agree to indemnify us from any losses as a result of your violation of this Section 4. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with the foregoing obligations under this Section 4.
B. Properly Restrict Delegate’s Use of the Portals and Services
By permitting a Delegate to access the Portals or any Services on your behalf, you agree that each Delegate:
You are responsible for obtaining guidance regarding compliance with all applicable laws in your jurisdiction. We may refuse any test requisitions or submissions of Delegates that we believe may be illegal or improper at our sole discretion.
C. Properly Monitor Delegates’ Use of the Services
Because you are liable for the actions of your Delegates, you agree to ensure that your Delegates have appropriate rights of access for the intended use of the Services. You agree to document your laboratory test orders or other Services in the patient’s medical file, even if a Delegate entered the order. We consider patient information we deliver to your Delegate to be delivered to you; therefore, if you suspend or terminate your relationship with a Delegate or if you wish to suspend or terminate a Delegate’s authority to access the Portals and any Services on your behalf, you agree to inform us immediately.
Myriad may immediately suspend or terminate the availability of the Portals, in whole or in part, to any individual user or all users, for any reason, in Myriad’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Portals, or upon notice from Myriad, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Portals.
A. Security for the Portals and Services
We will (i) store, process, and access personal information only to the extent reasonably necessary to provide the Services and to improve the Portals and the Services; and (ii) implement and maintain commercially reasonable technical, physical, and organizational measures to protect the security, confidentiality, and integrity of personal information maintained by us or our authorized third-party service providers from unauthorized access, use, alteration, or disclosure. We store information on servers with physical and administrative access restrictions. We monitor and audit use of the Portals and Services and maintain usage logs of all activity. If we discover suspicious activity, we may terminate or suspend any Authorized User’s account.
B. Access to the Portals
The Portals may not be available from time to time for any reason, including during certain times due to systems repair, maintenance, or unexpected downtime. You understand and acknowledge that, due to circumstances both within and outside of the control of Myriad, access to the Portals may be interrupted or suspended from time to time. We do not guarantee 24/7 access to the Portals or our Services, and we are not liable for your inability to access either. Myriad shall have the right at any time to change or discontinue any aspect or feature of the Services, including, but not limited to, Portals availability or equipment needed for access or use.
C. Compliance with Laws and Regulations Applicable to Us
We will comply with federal, state, and international privacy laws and other legal regulations to the extent those laws and regulations apply to us.
These Terms do not apply to third-party sites that may link to the Portals and that we do not control. Third-party sites may have separate terms or agreements that apply to your use of those sites or services. Please read all applicable agreements carefully to ensure that you are aware of our practices, third-party practices, and all terms and conditions applicable to you.
Notwithstanding anything to the contrary in these Terms, we may monitor, collect, use, and store statistics and/or data regarding the use of the Portals (“Myriad Data”). Such Myriad Data shall be owned by Myriad and shall be used for Myriad’s business purposes (including, but not limited to, improving the Portals, and creating new features). As between the parties, Myriad reserves all right, title, and interest in and to the Myriad Data, Portals (and any and all modifications to or derivative works of the Portals), and any and all Intellectual Property Rights embodied in the Portals.
Each party reserves all rights not expressly granted in these Terms, and no licenses are granted by one party to the other party under these Terms, whether by implication, estoppel, or otherwise, except as expressly set forth in these Terms. For the purpose of these Terms, “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
A. How We May Use Your Feedback
If you choose, you may provide us with information and feedback regarding the Portals and the Services (“Feedback”) by contacting us at [email protected]. When you submit Feedback, you grant us a perpetual, irrevocable license to use that Feedback for any lawful purpose. Please do not use Feedback for patient, prescription, or clinical inquiries. We do not guarantee the security of the storage or transmission of any Feedback, so we request that you not transmit any personal, sensitive, or private data from a Feedback page.
B. Disclaimers
YOUR USE OF THE PORTALS, THE SERVICES, AND/OR ANY CONTENT ON THE PORTALS IS AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS ABOUT THE RELEVANCE OR ACCURACY OF THE INFORMATION ON THE PORTALS, OR PROVIDED THROUGH THE SERVICES, FOR ANY PURPOSE. THE PORTALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, TO THE EXTENT PERMITTED BY APPLICABLE LAW. WE AND/OR OUR SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SECURITY, AND FREEDOM FROM MALWARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT PROMISE THAT USE OF THE PORTALS WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU OBTAIN FROM THE PORTALS OR SERVICES IS FREE OF VIRUSES AND MAINTAINED IN A SECURE MANNER. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
THE PORTALS AND/OR DOCUMENTS AVAILABLE IN CONNECTION WITH THE SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY PERIODICALLY MAKE CHANGES TO THE INFORMATION IN THE PORTALS AND/OR THESE TERMS. WE MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PORTALS, SERVICES, OR TERMS AT ANY TIME, WITHOUT NOTICE TO YOU.
YOUR USE OF THE PORTALS AND/OR THE SERVICES IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE PORTALS OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE OR OUR SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORT, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PORTALS OR THE SERVICES.
PLEASE READ THE FOLLOWING SECTION CAREFULLY AS IT LIMITS CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE CLAIM, DISPUTE, OR ACTION, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. YOU UNDERSTAND THAT THE RIGHTS TO DISCOVERY AND APPEALS MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.
A. AGREEMENT TO BINDING INDIVIDUAL ARBITRATION
Except those expressly exempted below, to the fullest extent allowed by applicable law, you and Myriad agree to submit all Disputes between us to individual, binding arbitration under the provisions in this Section. For purposes of this Section, You agree that the term “Dispute” will have the broadest meaning possible and will include, but will not be limited to, any dispute, claim, or controversy (except those specifically exempted below) between you and Myriad that in any way relates to or arises from any aspect of our relationship and all matters relating to or arising from these Terms, the Services, or any other agreement between you and Myriad. You understand that there is no judge or jury in arbitration and that court review of an arbitration award is limited.
B. INFORMAL NEGOTIATION PERIOD
In the unlikely event that you have any Dispute with Myriad, you must first provide Myriad written notice of your dispute prior to initiating any formal legal action. Your notice of dispute must be in writing and sent to Myriad at the following email address: [email protected], using the subject line “Initial Dispute Resolution Notice.” The notice of dispute must include, as applicable: (1) your name; (2) your email address; (3) your residential address; (4) a description of the facts of the Dispute as you understand them; and (5) any request of Myriad to resolve the problem. Most concerns are quickly resolved in this manner to our customers’ satisfaction. During the thirty (30) days following the date your notice of dispute is received by Myriad (the “Initial Dispute Resolution Period”), you and Myriad agree to engage in good faith efforts to resolve the Dispute informally, and you will not initiate any arbitration or court proceeding during this period. A notice of Dispute will not be valid, will not start the Initial Dispute Resolution Period, and will not allow you or Myriad later to initiate a lawsuit or arbitration unless it contains all of the information required by this paragraph. You and Myriad agree to toll any statutes of limitations that may apply, along with any filing deadlines during this Initial Dispute Resolution Period. If you commence an arbitration without having previously provided a valid and compliant notice of dispute, you and Myriad agree that the applicable arbitration provider (or the arbitrator, if one has been appointed) must suspend the arbitration pending compliance with this paragraph.
C. BINDING ARBITRATION
If a Dispute cannot be resolved through negotiations during the Initial Dispute Resolution Period, then either you or Myriad may elect to have the Dispute finally and exclusively resolved by binding arbitration, unless an exception applies as stated below. Except in the event of a Mass Arbitration (as defined below), the arbitration will be administered by JAMS in accordance with the then-current JAMS Rules effective as of the date of the Notice of Dispute (the “JAMS Rules”). The JAMS Rules governing the arbitration may be accessed at www.jamsadr.com.
Arbitration hearings may be conducted by videoconference unless the arbitrator believes an in-person hearing is necessary. In such instances, the location of an arbitration hearing will be decided pursuant to the JAMS Rules. If, for any reason, JAMS is unable to administer the arbitration, then except as otherwise stated below, you may file your Dispute with any national arbitration company that handles consumer arbitrations following procedures that are substantially similar to the JAMS Rules. If the parties have more than one Dispute between them, you and Myriad agree to assert all such Disputes in a single arbitration so they may be resolved at the same time, or they will be deemed waived.
WITH ARBITRATION (i) THERE IS NO JUDGE OR JURY, (ii) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (iii) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.
You and Myriad agree that the terms of this will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Section. To be clear, the arbitrator, and not a court, shall determine the scope and enforceability of this arbitration agreement, including whether a Dispute is subject to arbitration. The arbitrator has authority to decide all issues of validity, enforceability or arbitrability, including, but not limited to, where a party raises as a defense to arbitration that the claims in question are exempted from the arbitration requirement or that any portion of this agreement is not enforceable. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law. The decision of the arbitrator shall be final and binding on you and Myriad, and any award of the arbitrator may be entered in any court of competent jurisdiction. You and Myriad agree that the state or federal courts of the State of Utah and the United States sitting in Salt Lake County, Utah have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. If a lawsuit filed in court includes claims or requests for relief that are arbitrable and claims or requests for relief that are not, you and Myriad agree that any non-arbitrable claims or requests for relief shall be stayed pending the completion of the arbitration of the arbitrable claims or requests for relief.
D. Mass Arbitration Before NAM
Notwithstanding the parties’ decision to have arbitrations administered by JAMS, if twenty-five (25) or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact, and counsel for the parties submitting the demands are the same or coordinated, you and we agree that this will constitute a “Mass Arbitration.” If a Mass Arbitration is commenced, you and we agree that it shall not be governed by JAMS or administered by JAMS. Instead, a Mass Arbitration shall be administered by National Arbitration & Mediation (“NAM”), a nationally recognized arbitration provider, and governed by the NAM rules in effect when the Mass Arbitration is filed as modified by this Agreement, including the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures, but excluding any rules that permit arbitration on a class-wide basis (collectively, the “NAM Rules”). The NAM Rules are available at www.namadr.com or by calling 1-800-358-2550.
Notwithstanding anything to the contrary above, you and Myriad agree that if either party fails or refuses to commence the Mass Arbitration before NAM rather than JAMS, you or Myriad may seek an order from a court of competent jurisdiction compelling compliance with this agreement and compelling administration of the Mass Arbitration before NAM. Pending resolution of any such requests to a court, you and Myriad agree that all arbitrations comprising the Mass Arbitration (and any obligation to pay arbitration fees) shall be stayed. You and Myriad acknowledge that either party’s failure to comply with this paragraph would irreparably harm the other, and you and Myriad agree that a court may issue an order staying the arbitrations (and any obligation to pay arbitration fees) until any disagreements over the provisions of this paragraph are resolved by the court. If for any reason NAM declines to administer the Mass Arbitration, then the Disputes comprising the Mass Arbitration shall be administered by JAMS consistent with their Mass Arbitration Supplementary Rules, found here: https://www.adr.org/sites/default/files/Mass-Arbitration-Supplementary-Rules.pdf.
E. Class and Collective Action Waiver
IF, FOR, ANY REASON, THIS MANDATORY BINDING ARBITRATION PROVISION (SECTION 10) IS HELD UNCONSCIONABLE OR UNENFORCEABLE, YOU AND MYRIAD AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, including, but not limited to, requests for public injunctive relief.
If any provision in Section 10 of these Terms is found to be unenforceable, that provision shall be severed with the remainder of Section 10 of these Terms remaining in full force and effect. The foregoing severance provision shall not apply to the prohibition against class or collective actions. This means that if the prohibition against class or collective actions is found to be unenforceable for any reason, the entire Section 10 of this Agreement (but only Section 10) shall be null and void.
F. Exceptions to Informal Negotiations and Arbitration
Notwithstanding the parties’ decision to resolve all Disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, piracy, moral rights violations, trademark infringement, and/or trade secret misappropriation. Excluded claims are subject to the jurisdiction and applicable law provisions in Section 12(F) below.
G. Either party may also seek relief in a small claims court for any individual disputes or claims within the scope of that court’s jurisdiction. If an arbitration is filed, before the arbitrator is formally appointed, either party can send written notice to the opposing party and the applicable arbitration provider that it wants the case decided by a small claims court, after which the arbitration provider may close the case.
H. Thirty (30)-day Right to Opt-Out
You have the right to opt-out and not be bound by the arbitration agreement and class action waiver provisions in this Section 10 by sending written notice of your decision to opt-out to the following email address: [email protected], using the subject line “Arbitration Opt-Out.” The notice must be sent within thirty (30) days from the date you first are presented with the arbitration agreement; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of this Section 10. If you opt-out of these arbitration provisions, Myriad also will not be bound by them.
I. Venue for Non-Arbitrable Disputes
If you reside in the United States, for any claims not subject to binding individual arbitration, and which cannot be brought in small claims court in the county in which you reside as set forth above, you and Myriad agree to submit to the exclusive jurisdiction of the state and federal courts in Utah, and you and Myriad consent to venue in and personal jurisdiction before such courts (but without prejudicing either party’s rights to remove a case to federal court if permissible). Claims excluded from arbitration are subject to the venue clauses set forth in these Terms.
You agree to defend, indemnify, and hold harmless Myriad from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (i) your breach or alleged breach of these Terms; (ii) your use of the Portals and the Services; (iii) your Feedback; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (v) your violation of the rights of any third party, including any intellectual property, publicity, confidentiality, property, or privacy right; or (vi) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without the prior written consent of Myriad.
Myriad reserves the right, in its sole and absolute discretion, to update, change, terminate, suspend, modify, add, end, or delete the Services, in whole or in part, at any time with or without notice. You acknowledge that Myriad may offer different or additional technologies or features in the future and that your initial purchase or use of the Services does not entitle you to any different or additional technologies or features without fee.
The content and information included in or available through the Services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Myriad may make improvements and/or changes to the Services at any time.
Myriad reserves the right, in its sole and absolute discretion, to update, change, terminate, suspend, modify, add, end, or delete the content and information in the Services, in whole or in part, at any time with or without notice.
The Services may link to other sites and resources on the Internet. Because Myriad has no control over such sites and resources, you acknowledge and agree that Myriad 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 Myriad 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 such content, goods, or services available on or through any such hyperlinked site or resource. Once you leave the Services and go to another site, be aware that those sites may have terms and conditions that differ from the provisions provided herein. Myriad recommends that you review the privacy policy and terms and conditions of those third-party sites prior to use. Myriad is not responsible for, and expressly disclaims, any and all liability related to actions of such linked sites, their terms and conditions, or the content of such sites.
The Services may be unavailable from time to time for any reason including, for example, routine maintenance. You understand and acknowledge that, due to circumstances both within and outside of the control of Myriad, access to the Services may be interrupted or suspended from time to time.
If you violate these Terms, and/or Myriad has a reasonable ground to suspect that you have violated these Terms, Myriad has the right, in its sole discretion, to suspend or terminate your account and terminate the availability of the Services, in whole or in part, to any individual user. Upon suspension or termination of your access to the Services, or upon notice from Myriad, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Services.
A. Complete Agreement; No Waiver
These Terms reflect our complete agreement regarding the Portals and supersede any prior agreements, representations, warranties, assurances, or discussion related to the Portals. Except as expressly set forth in these Terms, (i) no failure or delay by Myriad in exercising any of the rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by Myriad.
B. Severability; Interpretation; Assignment
If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms. The summaries of provisions and Section headings are provided for convenience only and shall not limit the full Terms. We may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Myriad.
C. Independent Contractors
Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner, or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
D. Export Regulation
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. You shall not, directly or indirectly, export, re-export, or release the Portals to, or make the Portals accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Portals available outside the United States.
E. Amendments
No modification, addition, or deletion, or waiver of any rights under these Terms will be binding on a party unless made in a written agreement executed by a duly authorized representative of each party; provided that the foregoing shall not preclude the binding effect of any modifications to the Terms by Myriad.
F. Governing Law
These Terms shall be governed by the laws of Utah excluding conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the federal, state, or municipal court of proper jurisdiction in the state of Utah to resolve any dispute between them arising under or in connection with the Portals and these Terms.
If you have any questions about these Terms, please contact us at [email protected].