Terms of Service

This Terms of Service is effective October 23, 2018

BAEBIES, INC. (“BAEBIES” “OUR”, “WE,” OR “US”)) OFFERS ITS PRODUCTS AND SERVICES FROM THE WEBSITE LOCATED AT https://www.eliScreen.com AND ALL MOBILE VERSIONS OF THE SAME (THE “SITE”) SUBJECT TO THE FOLLOWING TERMS OF SERVICE. THE SITE AND RELATED PLATFORMS, PRODUCTS, AND SERVICES AVAILABLE ON OR FROM THE SITE (THE “SERVICES”) ARE OWNED AND OPERATED BY BAEBIES.

BY CLICKING ON “I AGREE” OR ACCESSING AND USING THE SITE AND/OR THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE(THE “TERMS OF SERVICE”). THESE TERMS OF SERVICE ARE A LEGALLY BINDING AGREEMENT. IF YOU USE THE SITE AND/OR THE SERVICES, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND YOURSELF TO THESE TERMS AND SERVICE, AND YOU GUARANTEE YOUR COMPLIANCE WITH THESE TERMS AND SERVICE. THESE TERMS AND SERVICE AND ANY APPLICABLE ORDER FORM YOU MAY HAVE ENTERED INTO WITH BAEBIES ARE A LEGALLY BINDING AGREEMENT AND ARE REFERRED TO AS THE “AGREEMENT.”

BAEBIES RESERVES THE RIGHT AT ANY TIME TO CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS OF SERVICE WITHOUT NOTICE. BAEBIES WILL POST CHANGES TO THESE TERMS OF SERVICE, IF ANY, TO THE SITE BY REPLACING THESE TERMS OF SERVICE WITH UPDATED TERMS OF SERVICE THAT INCLUDE A NEW EFFECTIVE DATE SET FORTH ABOVE. IT IS YOUR RESPONSIBILITY TO CHECK THE SITE PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF THE SITE AFTER ANY CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS OF SERVICE.

Information We Collect

Services

In the United States, nearly every baby is screened for a set of medical conditions shortly after birth. This is commonly known as newborn screening. This public health program helps identify babies who may be at an increased risk for serious but treatable conditions in childhood. Most babies who are born with these conditions appear healthy and symptoms may not present right away. Newborn screening can help identify a condition in a newborn baby before the condition progresses or causes damage. Newborn screening helps parents and pediatricians and hospital health care workers identify conditions early in life, so that treatment can be started as early as possible.

Relevant public health authorities in each state determine which conditions will be screened in newborn babies, pursuant to public health laws and policies. Different states test for different conditions. Most states screen for at least the conditions included on the federal government’s “Recommended Uniform Screening Panel” (RUSP). States may test for additional conditions on a state-by-state basis. Typically, a blood sample is collected while mother and baby are still in the hospital, using a “dried blood spot card” sample that is sent to a state’s public health laboratory for testing.

The purpose of the Eli Supplemental Newborn Screening is to identify specific conditions that may impact a baby’s health status beyond the conditions screened for in a state’s public health program. Eli Supplemental Newborn Screening uses three different test types:

Genetic testing is any analysis that looks at a baby’s genetic makeup, that is, a baby’s DNA. A baby’s DNA is contained in both the saliva and dried blood spot sample that Baebies collects. Eli Supplemental Newborn Screening uses advanced DNA sequencing for many of the conditions on the Eli Supplemental Newborn Screening panel, to analyze only a baby’s genes related to the conditions on the test panel. Eli Supplemental Newborn Screening tests for mutations both for inherited conditions and mutations that occur only in egg or sperm cells, called de novo (new) mutations. De novo genetic changes cannot be detected by carrier screening. For this reason, Eli Supplemental Newborn Screening can provide useful information about a baby’s health, even if the mother has had extensive carrier screening or prenatal testing.

Biochemical testing looks for specific enzymes, proteins, metabolites or other biological indicators that are associated with one of the conditions addressed by the test. Many conditions, including changes caused by a genetic change in a baby’s DNA, can be found with biochemical testing.

Infectious disease testing seeks to find the DNA or other biological indication of an infectious agent present in a baby’s blood or saliva.

When you order Eli Supplemental Newborn Screening you will be asked to provide certain demographic and family history information on behalf of your baby. You should share complete and accurate medical history and details regarding any conditions you or your baby may have or that you may be aware of in your family. You will be contacted if there are questions about the information you provided. This information will be reviewed by an independent team of physicians and genetic counselors to confirm that this test is appropriate for your baby. If the physician determines that the testing is appropriate for your baby, the physician will order the test for your baby. Like the public health newborn screening program, Baebies collects a dried blood spot sample. In addition, Baebies asks for a saliva sample to broaden the number of conditions that can be tested. You will ask your pediatrician to collect these samples at your first well-baby visit using a sample collection kit that Baebies will provide. You will also be asked to provide additional health and demographic information to facilitate the testing process when you receive the kit. The kit includes detailed instructions for sample collection. You and your healthcare provider will also be asked to fill out a form and send the sample specimen to Baebies’ laboratory for testing and analysis. Once the kit is returned, Baebies will perform testing as described in these Terms of Service.

You will receive an update when your baby’s results are available. The physician who ordered your baby’s test will review and sign off on your baby’s results, and then those results will be sent to you. Genetic counseling will be available to you at any time during this process and is highly recommended if your baby has a positive family history for any of the conditions covered by this test. If you have any questions about the testing, you may contact our licensed physician group and genetic counseling service Genome Medical using the contact information on the www.eliscreen.com website. Genome Medical offers genetic counseling consults through telehealth technologies and telephone consultations and is included in the cost of Eli Supplemental Newborn Screening. Genetic counseling is voluntary; you may seek genetic counseling pre- or post-test either based on your own interest, or because your healthcare provider recommended you do so.

A complete list of the conditions and corresponding genes, where appropriate, may be found at www.eliscreen.com. Baebies will not perform any other analysis on your baby’s sample without your consent.

Reports and Results

In connection with the Services, you will receive certain reports (the “Reports”) that include test results (the “Results”), a description of the Services, and other information. We reserve the right to use the data included in the Reports and Results subject to the terms of our Privacy Policy, which may be found here www.eliscreen.com/privacy-policy/. You agree to not use the Site, Reports or Results in any manner that violates any state, local or federal law.

Order Entry

You represent that all information you provide during the order entry process and at any time thereafter (“Order Information”) will be true, accurate, complete, and current. We may use all Order Information, subject to compliance with the Baebies Privacy Policy. The Terms of Service incorporate the terms and conditions set forth in the Baebies Privacy Policy, and by accessing the Site and purchasing and using the Services, Reports and Results, you are consenting to have your personal data used by us as set forth in the Baebies Privacy Policy. You represent that you are at least 18 years of age.

Fees and Payment Terms

All Services must be paid for in advance. You agree that we may charge your payment method for any Services purchased, including any applicable taxes. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING US WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES. Your total price will include the price of the Services plus any applicable tax and shipping and handling costs. Any applied tax is based on the bill-to address and the tax rate in effect at the time you purchase the Services. If you believe that you are exempt from any taxes, please contact us at eliCares@eliScreen.com. All sales are final and refunds will only be provided in certain situations where the service is no longer needed. Prices for Services offered may change at any time, and we do not provide price protection or refunds in the event of a price reduction or promotional offering. The prices that you will be charged and that you agree to pay are the prices in effect at the time of your purchase. You agree that we may charge all fees to the payment method (e.g., credit card, PayPal account, debit card, etc.) you have provided in your Order Information. You are responsible for the timely payment of all fees at the time the Services are ordered by you. If you do not provide a valid payment method, or if your designated payment method is determined by us to be inactive for any reason, your order will not be processed. You agree not to cause your credit or debit card company to reverse or “chargeback” any fees charged in accordance with these Terms of Service; and in the event you do so, we may terminate your Order, and you agree to reimburse us for any costs incurred in responding to such chargeback, including, without limitation, our actual costs paid to the credit or debit card company, including chargeback fees, and the value of the time our employees spend on the matter as determined in our discretion in good faith. Current fee schedules are available on the Site and may be changed at any time and for any reason.

Site Content

All content accessible from the Site (the “Baebies Content”), is the proprietary property of us or our licensors. Subject to these Terms of Service, no Baebies Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission of us or the owner of such content. Except as otherwise set forth in these Terms of Service, any unauthorized use of the Baebies Content is strictly prohibited. All trademarks, logos, trade dress and service marks included within the Baebies Content are trademarks or registered trademarks of us or our licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of us or the owner of such content.

Links to Other Web Sites

The Site may include links to other web sites. We are not responsible for the content, accuracy or opinions expressed on such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion within the Site of any links to other web sites does not imply approval or endorsement of the linked web site by us. Furthermore, any third party advertisement or sponsorship has no effect on and does not influence any Reports or content published by us. If you decide to leave the Site and access these third-party sites, you do so at your own risk.

Cancellation

You may cancel your order at any time by following the cancellation procedures on the Site. Please keep in mind that except as otherwise provided in a separate agreement between you and Baebies, any fees paid by you will not be refunded upon cancellation, and cancellation will cause any prepaid fees to be forfeited. We may cancel your order at any time in the event that you fail to make any payment when due or you breach your representations, warranties, obligations or covenants in these Terms of Service.

DMCA Copyright Notice

We own, protect and enforce copyrights in the Baebies Content and other creative material and respect the copyright properties of others. Materials may be made available via the Site, or through the Services, by third parties not within our control. It is our policy not to permit materials known by us to be infringing to remain on the Site. You should notify us promptly if you believe any materials on the Site, whether published by us or third parties, infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the Digital Millennium Copyright Act (“DMCA”), we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted in writing to the Designated Agent for this Services. Contact information for the Designated Agent may be found at the U.S. Copyright Office’s Directory of Service Provider Agents for Notification of Claims of Infringement, and is provided below:

DMCA Agent
________________________
________________________
________________________
Email: eliCares@eliScreen.com

Please be advised that we may provide an alleged infringer with any notice of claimed infringement, including notices of claimed infringement submitted by you under the DMCA, and any communications related thereto. We may also provide any counter notifications received under the DMCA, and communication related thereto, to the provider of the original notice of claimed infringement. All notices and communications provided by you to us become our property and you hereby grant us the right to provide such notices and communications to any third party.

In the event a user’s materials are removed due to a DMCA notice and then subsequently restored in accordance with the DMCA, we will treat the underlying DMCA notice as withdrawn.

Disclaimer

OUR SITE, SERVICES, REPORTS, AND RESULTS DO NOT PROVIDE MEDICAL ADVICE. THE SITE, SERVICES, REPORTS, AND RESULTS ARE PROVIDED “AS IS.” YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE, SERVICES, REPORTS, AND RESULTS, ALL DATA INCLUDED THEREIN AND ALL DECISIONS MADE, WHICH RELY ON THE REPORTS OR RESULTS. BAEBIES DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE USE OF THE SITE, SERVICES, REPORTS, AND RESULTS, AND THERE ARE HEREBY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The information and content provided, including but not limited to text, graphics, images, videos, Reports, Results, and other material contained in the Services, Reports, and Results, are for informational purposes only and are not intended as a substitute for professional medical advice, help, diagnosis or treatment. Always seek the advice of your physician or other qualified health care provider with any questions you have regarding your medical care, and never disregard professional medical advice or delay seeking it because of something you have read on or via our Site or in a Report. Nothing contained in the Services is intended to constitute a medical diagnosis or treatment. Reliance on any information appearing in the Services, including but not limited to information provided by Baebies or by other users of the Services, is solely at your own risk. You understand and agree that your Results are not intended to be used for any diagnostic purposes and are not a substitute for professional medical advice. You understand that our Services are for information and educational use only; Baebies does not provide medical services, diagnosis, treatment, or advice.

Baebies does not warrant the accuracy, completeness, timeliness or usefulness of the opinions, content, services or other information provided through the Site, Services, Reports or Results. Baebies implements several safeguards to avoid technical errors, but as with all medical tests, there is a chance of a false positive or a false negative result. A false positive result means a genetic mutation or biomarker was detected, which is not in fact present. A false negative result means the test failed to identify a genetic mutation or biomarker that is in fact present. You understand that genetic testing may reveal sensitive information about your child’s health, your own health or that of your relatives, including without limitation information related to paternity. Test results may reveal incidental, unsought information, such as discovering an undiagnosed disorder. Other sources of error include sample mix-up, poor sample quality or contamination, and technical errors in the laboratory. Certain biological factors may limit the accuracy of the results or prevent the Services from being completed. Genetic result interpretation is based on currently available information in the medical literature and scientific databases. The field of genetics is constantly changing and our understanding of genetics and biomarkers is evolving. New information may replace or add to the information that we used to interpret your results. We are not obligated to notify you if there is a new understanding of genetics or biomarkers that might result in a change to the interpretation of your results. We reserve the right to contact you, at our option, in the future.

We are not responsible for any incorrect or inaccurate content in the Reports, Results, or published on the Site. We are not responsible for the conduct, whether online or offline, of any user of the Site. The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Services or the Site. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site, including injury or damage to any person’s computer related to or resulting from participating or downloading materials in connection with the Site or the Services. THE SITE, THE SERVICES AND ALL CONTENT ON THE SITE ARE PROVIDED “AS-IS” AND WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE, REPORTS, RESULTS, AND/OR THE SERVICES.

Indemnification

You agree to defend any claim or judicial action brought against Baebies, and indemnify and hold harmless Baebies from and against any, costs, expenses (including reasonable attorneys’ fees), losses, claims or liability for damages, insofar as the same results from or is based on a claim relating to, your use of the Site, Services, Reports, or Results. The obligations under the foregoing indemnities are subject to the condition that Babies gives you: (1) prompt written notice of any claim or action for which indemnity is sought; (2) complete control of the defense and settlement thereof; and (3) cooperation, at your expense, in such defense.

LIMITATION OF LIABILITY

BAEBIES SHALL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF BAEBIES HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL BAEBIES’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEES PAID BY YOU FOR THE SERVICES PROVIDED. YOU ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH HEREIN REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND AGREED TO BY THE PARTIES, AND THAT BAEBIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

Force Majeure

Baebies shall be excused from performing hereunder to the extent that it is prevented from performing as a result of any act or event which occurs and is beyond its reasonable control, including, without limitation, acts of God, war, weather, utility, malware, unauthorized hacking or intrusion into computer systems, spyware, viruses, or telecommunications outages, unrest or riot, strikes, any action of a governmental entity; etc. provided that Baebies provides you with prompt written notice thereof and uses reasonable efforts to remedy effects of such matter.

Miscellaneous

This Agreement sets forth the entire agreement between you and Baebies pertaining to the Services, Site, Reports, and Results, and supersedes in its entirety any and all written or oral agreements previously existing between you and Baebies with respect to such subject matter. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect.

Governing Law; Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the choice of law provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-569.1 et seq. (the “Uniform Arbitration Act”) and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. In the event that any arbitration, action or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. In the event that the above arbitration provision is held invalid or unenforceable, any dispute with respect to this Agreement shall be brought and heard either in the North Carolina state courts located in Raleigh, North Carolina or the federal district court, located in Raleigh, North Carolina. In such event, the parties to this Agreement each consent to the in personam jurisdiction and venue of such courts. The parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.