Guardant Health

Last Updated: May 21, 2023

1. Introduction and Acceptance

Unless otherwise agreed to in writing by Guardant Health, Inc. ("Guardant"), by using the Guardant Health Patient Portal and Services ("Patient Portal") and/or creating a Patient Portal account, you agree to the following Terms of Use (the “Terms”) without limitation or qualification. Please read these terms and conditions carefully before using the Patient Portal. If you do not agree with the Terms, you are not granted permission to use the Patient Portal.

All references in this Terms to "we," "us," or "our" shall refer to Guardant. All references in this Terms and Conditions of Use Policy to "you" or "your" shall refer to the users of the Guardant Health Patient Portal.

PLEASE BE AWARE THAT THE TERMS CONTAIN PROVISIONS OBLIGATING YOU AND GUARDANT TO RESOLVE DISPUTES THAT ARISE BETWEEN US THROUGH BINDING AND FINAL ARBITRATION. SECTION 9 CONTAINS AN ARBITRATION AGREEMENT. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU MAY NOT BE A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR PROCEEDING AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

2. Exclusion of Warranties and Limitations of Liability

THE PATIENT PORTAL IS PROVIDED BY GUARDANT ON AN "AS IS" AND "AS AVAILABLE" BASIS. GUARDANT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PATIENT PORTAL OR THE INFORMATION, CONTENT, MATERIALS, OR SERVICES INCLUDED THEREON, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, GUARDANT DOES NOT WARRANT THAT THE PATIENT PORTAL, ITS SERVERS, OR EMAIL SENT FROM GUARDANT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GUARDANT WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF, OR INABILITY TO USE, THE PATIENT PORTAL, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF INFORMATION OR DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE. GUARDANT’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL IN NO EVENT EXCEED $100. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; ACCORDINGLY, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

3. Eligibility

The Patient Portal may not be used by anyone under the age of 18 without the supervision of a parent or legal guardian who agrees to be bound by these Terms. You represent and warrant that you are at least 18 years of age (or the age of legal majority under applicable law), or, if not, that you have reviewed these Terms with your parent or legal guardian and that they have agreed to be bound by these Terms.

4. General Use of the Patient Portal

In order to access certain features of the Patient Portal, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process, including to obtain a Guardant account to access certain sections of the Patient Portal, or as part of your continued use of such website or portals. You agree that any registration information you give to Guardant will always be accurate, correct, and up to date.

You agree to use the Patient Portal only for purposes that are permitted by: (a) these Terms; and (b) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

You agree not to access (or attempt to access) the Patient Portal by any means other than through the interface that is provided by Guardant. You specifically agree not to access (or attempt to access) any part of the Patient Portal through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Patient Portal.

You agree that you will not engage in any activity that interferes with or disrupts the Patient Portal (or the servers and networks which are connected to such website or portals).

You agree that you will not reproduce, duplicate, copy, republish, upload, post, transmit, distribute, modify, sell, trade, or resell the Patient Portal, or any portion, feature, or content thereof, for any purpose.

You agree that you are solely responsible for (and that Guardant has no responsibility to you or to any third-party for) any breach of your obligations under the Terms and Conditions of Use Policy and for the consequences (including any loss or damage which Guardant may suffer) of any such breach.

You must be a human. Guardant accounts registered by "bots" or other automated methods are not permitted.

Your Guardant account may only be used by you – a single Guardant account shared by you and other people is not permitted.

You agree and understand that you are responsible for maintaining the confidentiality and security of your Guardant account and password. Guardant cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

You agree that you will be solely responsible to Guardant for all activities that occur under your Guardant account.

One person or legal entity may not maintain more than one Guardant account.

If you become aware of any unauthorized use of your Guardant account or password, you agree to notify Guardant of this immediately.

We reserve the right to modify or discontinue, temporarily or permanently, your access to the Patient Portal, or your Guardant account with or without notice.

You agree that the official CLIA laboratory report of record is the pdf version of the laboratory report. The portal may have interactive features that simulate the laboratory report, but there are some differences in the information presented on the portal (example: therapies listed, language in the methods section, color of the TRM, etc.) compared to pdf version of the report.

5. Comments, Communications, and Other Content

Certain features within the Patient Portal may allow you to post comments, send emails and other communications, and submit suggestions, ideas, comments, questions, or other information (together "Commenting"). You agree, understand and represent that all of your Commenting: (i) is accurate, (ii) is owned or otherwise controlled by you, (iii) is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third-parties, and (iv) does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of Commenting. Guardant reserves the right (but not the obligation) to monitor and edit or remove any Commenting activity or content. If you do post Commenting content or submit Commenting material, you grant Guardant a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Commenting content throughout the world in any media, including the right to use the name that you submit in connection with such Commenting. Guardant takes no responsibility and assumes no liability for any Commenting content posted by you or any third-party.

6. Links

The Guardant Health Patient Portal may be linked to other websites not maintained by us. We do not control and are not responsible for the content of and policies governing use of those websites not maintained by us. The inclusion of any link to such websites does not imply approval of or endorsement by us of the websites or the content thereof.

7. Privacy

In order to conduct our tests and/or provide you access to the Patient Portal, Guardant must process Personal Information (any information that relates to you, identifies you personally, or could be used to identify you) and Protected Health Information ("PHI") (as defined by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). We do so in accordance with applicable privacy laws, including the General Data Protection Regulation of the European Union (Regulation (EU) 2016/679) (hereinafter "GDPR") and HIPAA. Our Privacy Policy) describes how we process this information. Be sure to read it to understand these matters.

8. Copyright and Trademark

8.1. Intellectual Property

Guardant owns or controls all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, "Content"), including but not limited to the design, structure, selection, expression, "look and feel" and arrangement of such Content contained on the Patient Portal, some or all of which is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms, no part of the Patient Portal and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, website, mobile application or other medium for publication or distribution or for any commercial enterprise, without Guardant’s express prior written consent.

You may use information about Guardant and its services (such as knowledgebase articles and similar materials) purposely made available by Guardant for downloading from the Patient Portal, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents. You agree not to circumvent, disable or otherwise interfere with security-related features of the website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the website or the Content therein.

Guardant is strongly committed to respecting intellectual property and other rights. As set forth in the following paragraphs, we have a policy of responding to notices of alleged copyright and trademark infringement that comply with applicable laws, including the Digital Millennium Copyright Act in the United States, and terminating accounts of repeat infringers in appropriate circumstances.

To report a problem other than copyright or trademark infringement, please email us at compliance@guardanthealth.com. We may, in our sole discretion, limit, suspend, or terminate any user’s access or account, delay or remove Content, and take technical and legal steps to keep users from using the Patient Portal, if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, circumventing temporary or permanent suspensions or harassing our employees or other users).

8.2. Digital Millennium Copyright Act ("DMCA") Policy

Guardant will respond to proper notifications of claimed copyright infringement with respect to material posted by users and will take appropriate action including removing and disabling access to the allegedly infringing material. We also will, in appropriate circumstances, terminate the accounts of registered users whom we find to be repeat infringers. We also may, in our discretion, suspend and/or terminate the account of any registered user who infringes another’s intellectual property right, whether or not there is repeat infringement.

If you believe your copyright has been infringed, you should submit notice to: Guardant Health, Inc., Attn: Legal Department, 3100 Hanover Street, Palo Alto, CA 94304 or compliance@guardanthealth.com.

Any such notice should include the following:

Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.

A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If a notice of copyright infringement has been filed against material posted by you, you may make a counter-notification with our Designated Agent listed above, provided that such counter-notification must be in writing and contain the following requisite information:

Your physical or electronic signature.

ii.

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

iii.

A statement by you under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.

iv.

Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which you are located (or in the State of California, U.S.A., if you reside outside of the U.S.A.), and that you will accept service of process from the person who filed the notice of copyright infringement or an agent of such person.

If we receive a valid counter-notification, we may reinstate the removed or disabled material in accordance with the DMCA.

9. Dispute Resolution

PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION ("ARBITRATION AGREEMENT") CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH GUARDANT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US, IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

9.1 Initial Dispute Resolution.

We are available by email at compliance@guardanthealth.com to address any concerns you may have regarding your use of the Service. Most concerns may be quickly resolved in this manner. You agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

9.2 Agreement of Binding Arbitration.

If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to the Initial Dispute Resolution section above, then either you or we may initiate binding arbitration. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Patient Portal or to any aspect of your relationship with Guardant, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Guardant may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

9.3 Arbitration Rules and Forum.

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to Guardant Health, Inc., ATTN: Legal, 3100 Hanover Street, Palo Alto, CA 94304 USA. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Guardant will pay them for you. In addition, Guardant will reimburse all such JAMS's filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

9.4 Authority of Arbitrator.

The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Guardant. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

9.5 Waiver of Jury Trial.

YOU AND GUARDANT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Guardant are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 9.1 (Application of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

9.6 Waiver of Class or Other Non-Individualized Relief.

ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

9.7 30-Day Right to Opt Out.

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out by writing us at the following address: Guardant Health, Inc., ATTN: Legal, 3100 Hanover Street, Palo Alto, CA 94304 USA, or sending an email to: compliance@guardanthealth.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one) or to register as a Guest (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. If you opt-out of these arbitration provisions, we also will not be bound by them. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

9.8 Severability.

Except as provided in Section 9.6 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

9.9 Survival of Agreement.

This Arbitration Agreement will survive the termination of your relationship with Guardant.

9.10 Modification.

Notwithstanding any provision in the Terms to the contrary, we agree that if the Guardant makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing us at the following address: Guardant Health, Inc., ATTN: Legal, 3100 Hanover Street, Palo Alto, CA 94304 USA.

10. Miscellaneous

10.1 Applicable Law and Venue

By visiting the Patient Portal, you agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Terms and Conditions of Use Policy and any dispute of any sort that might arise between you and Guardant regarding such Policy. To the extent that the arbitration provisions set forth in Section 9 do not apply or if you have opted out of arbitration, you agree that any litigation shall be filed exclusively in state or federal courts located in Santa Clara County, California (except for small claims court actions which may be brought in the county where you reside). You and we expressly consent to exclusive jurisdiction in Santa Clara County, California for any litigation other than small claims court actions. In the event of litigation relating to these Terms or the Service, you agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under applicable law.

10.2 Severability

If any provision of these Terms is unenforceable, the validity and enforceability of the remaining provisions will not be affected.

10.3 Waiver

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms.

10.4 Assignment

You may not assign or transfer these Terms (or any of your rights or obligations under this Terms) without prior written consent. Any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer these Terms. These Terms inure to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.

11. Changes to the Terms

We will notify you of changes to these Terms by posting the amended terms on the Patient Portal and providing any advance notice required by law. If you have provided us with your email address, we will also notify you of material changes to these Terms by sending an email before the effective date of the changes to the email address you most recently provided to us. We encourage you to keep the email address you provide to us current, and to promptly notify us of any changes to your email address, so that you may receive any notices we send to you regarding material changes to these Terms.

If you do not agree to the new Terms, you should stop using the Patient Portal, and if you are a registered user, you may cancel your account with us within the notice period we specify by contacting us at compliance@guardanthealth.com, and you will not be bound by the new Terms. Otherwise, the new terms will take effect on the date listed in the notice we provide. Guardant employees do not have the right to modify these Terms orally or otherwise. If any employee of Guardant offers to modify the provisions of these Terms except using the process described above, they are not acting as an agent for Guardant or speaking on our behalf.

12. Contact Us

Any questions about these Terms should be addressed to clientservices@guardanthealth.com or by mail at: Guardant Health, Inc., 3100 Hanover Street, Palo Alto, CA 94304 USA.

Patient Portal Terms and Conditions of Use