Terms

LAST UPDATED: August 12, 2024

Welcome to Kitlab.com, an online platform providing access to direct-to-consumer laboratory testing and related medical care services (the “Platform”) operated by Kitlab, Inc. (”Kitlab”).

By accessing the Platform and our services (the "Services"), you agree to comply with and be bound by these terms and conditions (the “Terms”), as well as our Privacy Policy. If you do not agree to these Terms, you must not use the Platform or Services.

PLEASE READ THESE TERMS CAREFULLY BEFORE YOU START TO USE THE PLATFORM OR ANY SERVICES OR PRODUCTS MADE AVAILABLE THROUGH THE PLATFORM.

BY CLICKING "I ACCEPT," OR BY ACCESSING OR USING THE PLATFORM OR ANY SERVICES OR PRODUCTS MADE AVAILABLE THROUGH THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS, INCLUDING THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH HEREIN, YOU MUST NOT ACCESS OR USE THE PLATFORM.

THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT BY A LAWSUIT OR RESORT TO COURT PROCESS. THIS MEANS THAT (I) YOU ARE GIVING UP, AND YOU WAIVE, THE RIGHT TO HAVE ANY SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JURY OR A JUDGE (EXCEPT AS SET FORTH EXPRESSLY IN SECTION 15), AND (II) THAT YOU ARE GIVING UP, AND YOU WAIVE, THE ABILITY TO PURSUE ANY SUCH DISPUTE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING

THIS PLATFORM AND THE SERVICES MAY NOT BE APPROPRIATE FOR YOUR CLINICAL OR MEDICAL CONDITIONS OR NEEDS. DO NOT ACCESS THE SERVICES FOR EMERGENCY OR CRISIS CARE. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 OR GO TO THE NEAREST HOSPITAL IMMEDIATELY.

1. Nature And Scope Of Kitlab’s Services

The Services available through the Platform may include: (i) general information on health and wellness topics; (ii) access to laboratory services performed by clinical laboratories, including US Biotek Laboratories, LLC and other clinical labs (collectively, " Labs"); (iii) access to healthcare practitioners and staff members (" Practitioners") who are contracted by certain independent, clinical professional practice groups (collectively, the " Practices"); (iv) administrative support in connection with ordering Lab testing services and scheduling appointments with Practitioners on the Platform; and (iv) technology support for using the Platform as a means of direct access to Lab test results and to Practitioners for communication, consultations, assessments, and treatment by such Practitioners; and (v) ability to purchase vitamins, supplements, over-the-counter and clinical lab test and collection kits and other tangible items (" Products").

All health and wellness information or resources available on the Platform are for informational purposes only, and are not a substitute for direct health care services nor are they an indicator of specific results. Neither Kitlabl nor the Platform provides medical advice or care. Rather, although the Platform enables individuals to access the services of Labs, Practices, and Practitioners, you agree and acknowledge that it is the Labs, Practices, and/or Practitioners, as the case may be, who are furnishing all health or medical services to you, not Kitlab or the Platform, and that you are not entering into a provider-patient relationship with Kitlab or the Platform. Neither Kitlab nor the Platform exercise control or direction over the means, methods, or manner by which any Lab, Practice, or Practitioner exercises professional judgment in the provision of their clinical services. Similarly, we are not responsible for the quality or appropriateness of the care any Lab, Practice, or Practitioner renders to you, including any personal injury or property damage.

The Platform is structured for use specific to certain lifestyle, wellness or health care services and is not, and should not, be considered, or used as comprehensive medical advice, care, diagnosis or treatment. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding general personal health, medical conditions, or drugs or medications, and before commencing or discontinuing any course of treatment, drug or medication. THIS PLATFORM AND THE SERVICES MAY NOT BE APPROPRIATE FOR YOUR CLINICAL OR MEDICAL CONDITIONS OR NEEDS. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 OR GO TO THE NEAREST HOSPITAL IMMEDIATELY.

To the fullest extent possible under applicable law, all suppliers of Services and Products, including all Labs, Practices, or Practitioners that are accessed or purchased on the Platform shall be beneficiaries of, and possess the right to enforce, any and all rights, remedies, disclaimers, limitations, waivers or other legal or equitable remedies or benefits available to Kitlab and its affiliates under these Terms.

2. Additional Terms And Conditions

Your use of the Platform is governed by our Privacy Policy. Any health information that we hold on behalf of Labs, Practices or Practitioners is governed by our Notice of Privacy Practices.

In order to access or purchase certain Services or Products available on the Platform, you may be required to agree and enter into, or acknowledge receipt of, one or more additional agreements, consents, assignments, releases, or notices as a condition of accessing, purchasing or receiving those Services (such additional agreements, consents, assignment, releases or notices, collectively as and when furnished and entered into or acknowledged, " Additional Terms"). Such Additional Terms may be specific to (a) a supplier of the Services or Product, including a specific or group of Lab(s), Practice(s) or Practitioner(s), (b) a Service or Product or category of Service or Product, or (c) any combination thereof.

To the fullest extent possible under applicable law, those Additional Terms shall be incorporated into these Terms with respect to applicable Services, Products, or suppliers, as the case may be, as and when they are entered into or acknowledged, and said Additional Terms and these Terms shall be interpreted, to the fullest extent possible, as if they are incorporated into one and the same instrument; provided, however, in the event of express conflict between these Terms and applicable Additional Terms, the provisions of the Additional Terms shall control. To the extent that certain Additional Terms cannot under applicable law be incorporated into these Terms with respect to certain Services, Products, or suppliers, you acknowledge that Kitlab or an affiliate thereof (a) may exercise applicable rights under said Additional Terms of the applicable supplier (including a Lab, Practice, or Practitioner) of said Services or Products, as said supplier's service provider; and (b) Kitlab is a third-party beneficiary of, with the right to exercise and enforce against you, any and all rights, remedies or defenses available under said Additional Terms.

3. Eligibility And Availability

In order to access the Services through the Platform, you represent and warrant that:

• You are at least 18 years of age or older.
• You live in the United States and in a state or territory where the Platform is available.
• You agree to be legally bound by and comply with these Terms.
• You have compatible computing and/or mobile devices, sufficient access to the Internet, and certain necessary software in order to use the Platform. Fees and charges may apply to your use of the mobile services and to the Internet.

If you do not meet all of these requirements, you must not access or use the Platform or any Services available through the Platform.

You understand and agree that satisfying the above requirements does not guarantee that you will receive the Services through the Platform. Certain Services may only be available to individuals who satisfy additional eligibility criteria or who reside or are located in certain geographic locations (" Eligibility Criteria"). We, Labs, Practices, and/or Providers will endeavor to provide notice of such limitations when using those parts of the Services. Notwithstanding the foregoing, at all times Practitioners exercise their independent clinical judgement in furnishing Services to individuals. Accordingly, Practitioners delivering services may on a case-by-case basis determine that additional criteria may apply in the case of specific individuals or that certain services are not appropriate in any individual instance for a particular user. In addition to the above requirements, we, Labs, Practices and their Practitioners reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

We are based in the United States. We provide the Platform and our Services for use only by individuals located in the United States. We make no claims or representations that the Platform or any of the content made available therein is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so at your own risk and are responsible for compliance with local laws.

4. Medical Disclaimers

a. Informational Purposes Only: The content provided on the Platform, including text, graphics, images, and other materials, is for informational purposes only and does not constitute medical advice, diagnosis, or treatment.

b. Consultation With Healthcare Provider: Always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding a medical condition or treatment.

c. No Doctor-Patient Relationship: Your use of the Platform and Services does not create a doctor-patient relationship between you and any of the Practices and/or Providers associated with Kitlab.com.

5. Use Of Services

a. Account Registration: To use certain Services, you may be required to register an account. You agree to provide accurate, current, and complete information during the registration process and to update such information as needed.

b. User Responsibilities: You acknowledge that your Account is personal to you and you agree not to provide any other person with access to the Site or portions of it using your username, password, or other security information. If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.

c. Prohibited Activities: You agree not to use the Platform or Services for any unlawful purpose or in any way that could harm Kitlab or its users. Prohibited activities include, but are not limited to, unauthorized access to the Platform, distribution of harmful software, and misuse of the Services.

d. Kitlab’s Account Management Rights: We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. We may rely on the authority of anyone accessing your Account or using your login credentials and in no event and under no circumstances shall we be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction by us under this provision, (ii) any compromise of the confidentiality of your Account or password, and (iii) any unauthorized access to your Account or use of your password. We may store, transmit, receive, and/or access your data on or from our own servers or those of our service providers which may be in or outside of the United States.

6. Laboratory Testing

The Platform enables you to purchase laboratory testing Services ("Test Services"). Except as expressly indicated in the Test Services description information or packaging materials, all Test Services are intended for wellness monitoring, informational and educational use, and are not intended to diagnose or treat disease.

a. Test Orders: In order to access Test Services purchased on the Platform, you must set up an Account and may be required to submit additional information to deliver collection kits to you and potentially determine whether you satisfy applicable Eligibility Criteria. In order for the Lab to process your request for Test Services, you must submit applicable information necessary to enable a Practitioner (" Reviewing Practitioner") to assess whether the Test Service is appropriate for you. Test Services will not be provided to you if the Reviewing Practitioner does not authorize your request and order the applicable Test Services. In the event that a Reviewing Practitioner does not ultimately authorize a Test Service, we will refund the applicable fees you paid in respect of said Test Services.

b. Sample Collection: Our at-home Test Services require you to access the collection kit (" Collection Kit") that you purchased on the Platform. Please read carefully all of the notices and instructions (" Instructions") included in the Collection Kit. You must then (a) collect all biological samples (e.g., blood, saliva, or urine, " Samples") in accordance with the Instructions, and (b) send the Sample(s) directly to the Lab set forth in the Instructions or otherwise indicated on the Platform. If you do not provide an adequate Sample or utilize the Collection Kit or provide it in a manner that is contraindicated or not consistent with any Instructions, or do not return the Sample within the timeframe set forth in the Instructions, the Lab may not be able to process your Sample or such action may result in inaccurate and unreliable readings of the Sample. In the event the Lab determines that a Sample is not suitable for testing due to the content of the Sample or because the Sample may have been submitted in contravention of the Instructions or these Terms, we and the Lab reserve the right to withhold the Test Results (defined below) and to only provide a refund to You as set forth in our Refund Policy, located at https://kitlab.com/policies/refund-policy.

By sending us a Sample, you are thereby (a) consenting to undergo the related Test Services, (b) and re-affirming to be bound by these Terms and Additional Terms, (c) representing and warranting that you have read all relevant Instructions and packaging materials provided with the Collection Kit, and authorizing us to transmit your personal information to the Reviewing Practitioner, the Lab, and their respective business associates and subcontractors, as described in these Terms. If you are unsure or if you require any further information, you agree to contact us or a licensed healthcare professional for further information.

c. Test Results: If your Sample is successfully processed by the relevant Lab, the results of the Test Services (" Test Results") will be made available to the Reviewing Practitioner, who will release the Test Results to us, who will make them available to you in your Account on the Platform. Except as expressly indicated in the Test Service's packaging or Platform description information, all Test Services are intended for informational, educational and wellness purposes only. Accordingly, whether or not the Lab performing the Test Services indicates in the Test Results that said results are "positive," "reactive," "detected," "elevated" or any other indication, the Test Results are not intended to diagnose or treat a disease or condition. Furthermore, due to the nature of the Test Services, neither we nor the Lab warrant that the Test Results will be entirely or 100% accurate. Inaccuracies can arise from a number of factors. For example, certain infections, such as sexually transmitted infections, may remain undetectable for an extended period of time due to varying incubation periods. Additionally, there can be instances of "false-positive" and "false-negative" test results, resulting, for example, in an individual who has a specified condition or biomarker receiving a "false negative" Test Result. Accordingly, if you have a "positive," "reactive," "detected," or "elevated" Test Result, or have concerns about your Test Results, you will need a further confirmatory diagnostic test.

If you require any further information, you agree to contact us or a licensed healthcare professional for further information.

d. Practitioner Oversight: In order for a Lab to process your request for Test Services, you must submit applicable information necessary to enable the Reviewing Practitioner to assess whether the Test Services are appropriate for you, and will review the Test Results if and when furnished by the Lab. You understand and agree that as to certain Tests offered through the Platform you do not necessarily establish a provider-patient relationship with the Reviewing Provider simply as a result of your purchase or use of the Test Services.

If you receive a laboratory test result with a value that is outside the normal range, as determined by the Lab performing the Test Services (an " Abnormal Result"), a care coordination team member will attempt to reach out to you at the phone number you provided when ordering the Test Services, to review the Test Results with you, offer education and discuss options. The coordination team may leave you a voicemail or mail a letter to the residential address you indicated in your Account profile, but such communication will not include your Test Results in any voicemail message. An educational or other consultation may also be available upon request with a Practitioner to discuss the Test Results. Except as set forth in Section 7 below, the Practitioner will neither initiate treatment nor prescribe any medication or device, but rather will direct you to follow-up with your regular healthcare practitioner or primary care physician.

If you receive an Abnormal Result and have not connected with the coordination team, you should not delay following up with your personal physician

7. Medical Consultations

a. Telemedicine Services: Our Services may include telemedicine consultations with Practitioners. These consultations are subject to the laws and regulations of your jurisdiction.

b. Medical Advice: Any medical advice provided through telemedicine services is based on the information you provide and the professional judgment of the Practitioner.

8. Payment For Lab Services Or Medical Consultations

We collect payment for the Test Services on behalf of the Labs, and for the related medical services on behalf of Practices, as their respective collection agents. You will be notified of the fees for such services on the Platform, but the fees for all said Services will be included, as possible, in a single charge at the time you purchase the Test Services (the " Aggregate Fee").

The Test Services and related medical services are paid for by you and are not intended to be reimbursed by any health plan. Neither we, the Lab nor a Practice or Practitioner submits or processes insurance paperwork or claims for any of these services. You may request that we, Lab or Practice provide you with a detailed accounting of the Services provided to you. This information may enable you to obtain reimbursement for some of your out-of-pocket expenses from your health insurer or heath saving account program. However, the terms and conditions of coverage for Test Services and related medical services vary by health plan, and some or none of these Services may be eligible for coverage or expense reimbursement. By purchasing these Services, you understand and agree that you are the sole party responsible for paying all fees associated with them.

9. Payment Methods And Taxes

If you wish to purchase Services or Products on the Platform, payment may be made by credit card, debit card or any other such method as we, in our sole discretion, may introduce on the Platform from time to time (" Payment Method"). We reserve the right to accept or refuse any payment made in any form.

To purchase Services or Products on the Platform, you must provide valid credit or debit card information on the Platform's order form. This information includes, but is not limited to, your credit card number, the expiration date of your credit card, the CVV information, your billing address and the name as it appears on the card (" Payment Method Information").

By submitting such Payment Method Information, you are expressly agreeing that we are authorized to charge to the Payment Method any fees for your purchase or use of the Services or Products, together with any applicable taxes. You represent and warrant that you have the legal right to use your designated Payment Method(s) submitted on the Platform in connection with any purchase of Services or Products, that the charges incurred by you on the Platform will be honored by your Payment Method issuer, you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, and that the information you supply to us is true, correct and complete. As certain fees for Services rendered through the Platform are fees for clinical, laboratory and related services rendered by Labs, the Practices and Practitioners, you acknowledge that we are serving as the billing and collection agent on behalf of Practices and Labs, as the case may be and described in the applicable subsection of Section 8, to collect such amounts on their behalf.

We reserve the right to cancel any order, any time and for any reason. If your Payment Method has already been charged and your order is canceled, you shall receive a credit to your Payment Method account in the amount of the charge. We will not be responsible (i) for any charges that your Payment Method issuer may apply to you as a result of our processing your order, (ii) if your Payment Method issuer refuses or fails to authorize payment by you, or (iii) for any delays or non-delivery of Services or Products that may arise due to any validation checks that may be carried out regarding your payment or identification.

You agree that authorization to charge your Payment Method remains in effect until you cancel it in writing, and you agree to notify us of any changes to your Payment Method. You certify that you are an authorized user of the Payment Method and will not dispute charges for the Products and Services that you have ordered.

We use a third-party payment processor (the " Payment Processor") to facilitate payment for purchases of Products and Services. Processing of payments is subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. By submitting the Payment Method Information, you grant us an irrevocable, unencumbered, world-wide, and perpetual right to provide the Payment Method Information to our Payment Processor. We are not responsible for any acts or omissions of the Payment Processor. We reserve the right to refuse or cancel your order of Products if fraud or an unauthorized or illegal transaction is suspected.

We reserve the right to issue refunds or credits for any Service or Product at our sole discretion or pursuant to a refund policy. If we issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future.

10. Privacy And Data Security

a. Privacy Policy: Our Privacy Policy, which describes how we collect, use, and disclose your personal information, is incorporated into these Terms by reference.

b. Data Security: We implement appropriate technical and organizational measures to protect your personal information. However, no method of transmission over the internet or electronic storage is 100% secure.

c. Health Information: Any health information that we hold on behalf of Labs, Practices or Practitioners is governed by our or such Lab or Practice's Notice of Privacy Practices.

11. Intellectual Property

a. Ownership: All content on the Platform, including text, graphics, logos, images, and software, is the property of Kitlab or its licensors and is protected by intellectual property laws.

b. Limited License: You are granted a limited, non-exclusive, non-transferable license to access and use the Platform and Services for personal, non-commercial use.

12. Disclaimers and Limitation of Liability

a. NO WARRANTIES: THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. KITLAB DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AT YOUR OWN RISK, AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY OF OUR PARTNERS OR AFFILIATES, MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, CURRENCY, ACCURACY, AVAILABILITY OR OPERATION OF THE PLATFORM, OR THE INFORMATION OR CONTENT INCLUDED THEREON. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT OR ANY ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM, OUR (AND THE SERVICE PROVIDERS,' INCLUDING LABS, PRACTICES, AND PRACTITIONERS) SERVERS, THE CONTENT, OR COMMUNICATIONS SENT FROM OR ON BEHALF OF US ARE FREE OF SCRIPT VIRUSES, TROJAN HORSES, WORMS, MALWARE, TIME BOMBS OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS, EXPECTATIONS, OR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND OUR RESPECTIVE LICENSORS AND THE SERVICE PROVIDERS, HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

b. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR RESPECTIVE LICENSORS, THE SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH (1) YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES OR ANY OTHER ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER WEBSITES, OR (2) ARISING OUT OF OF OR IN CONNECTION WITH ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THE PLATFORM, INCLUDING, IN EITHER CASE, ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, PROPERTY DAMAGE, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR COMPUTER FAILURE OR MALFUNCTION.

THESE 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.

WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE PLATFORM OR ANY OTHER RELATED SERVICES. THE OPERATION OF THE PLATFORM 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 PLATFORM, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE PLATFORM 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, OR PROGRAMS. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, DATA, AND INFORMATION SUBMITTED TO THE PLATFORM.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. 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.

WE MAY TERMINATE YOUR USE OF THE PLATFORM FOR ANY OR NO REASON AT ANY TIME. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE PLATFORM.

13. Indemnification

You agree to indemnify, defend, and hold harmless Kitlab, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or in any way connected with your access to or use of the Platform and Services.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of State of Delaware, without regard to its conflict of law principles.

15. Dispute Resolution

a. Arbitration: Any disputes arising out of or relating to these Terms or your use of the Platform and Services shall be resolved shall be resolved through confidential arbitration administered by the American Arbitration Association ("AAA") under its rules for consumer arbitrations ("AAA Rules"). The venue for all such Disputes shall be in Wilmington, DE. You hereby waive any right to claim that such location is an inconvenient forum and covenant not to sue us in any other forum. This agreement to arbitrate will be specifically enforceable in any court having jurisdiction. 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 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 arbitrator will have the power to grant whatever relief would be available in court under law or in equity (including attorney's fees) and any award of the arbitrator will be final and binding on each of the Parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator also does not have the power to vary the class action waiver provisions. The fees charged by the AAA and arbitrator shall be shared equally by the Parties.

All arbitration proceedings will be confidential and all records relating thereto will be permanently sealed to the fullest extent possible under applicable law.

b. WAIVER OF CLASS ACTIONS: ANY PROCEEDINGS TO ARBITRATE, LITIGATE OR OTHERWISE RESOLVE 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 THESE TERMS AND CONDITIONS OR ANY DISPUTES BETWEEN THE PARTIES. NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

c. STATUTE OF LIMITATIONS: ANY ACTION, CLAIM OR DISPUTE YOU HAVE AGAINST US MUST BE FILED WITHIN ONE (1) YEAR, UNLESS PROHIBITED BY APPLICABLE LAW. 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.

16. Changes to Terms

We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting on the Platform. Your continued use of the Platform and Services after any changes constitutes your acceptance of the revised Terms.

17. Notices

You agree that we may provide you with notices, including those regarding changes to these Terms, by e-mail to the address you provide to us. Your on-going use of the Platform after any such notice is deemed acknowledgement of your acceptance of such information, including any Terms, as updated.

18. Entire Agreement

These Terms constitute the entire agreement between you and us with respect to the Platform 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 you or us, 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 these Terms and any other terms (aside from any Additional Terms duly entered into pursuant to these Terms), the terms of these Terms shall govern. If any provision of these Terms 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 these Terms will continue in full force and effect. The headings of sections and paragraphs in these Terms are for convenience only and shall not affect their interpretation.

19. Assignment

We may freely assign these Terms in connection with a merger, reorganization, acquisition, or sale of assets, or by operation of law or otherwise.

20. Contact Information

If you have any questions about these Terms, please contact us at:

21. Acknowledgment

By using the Platform and Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.