Effective: September 12, 2017
IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
Eligibility to Use the Platform
All references to 'User,' 'you,' or 'your,' as applicable, mean the person who accesses or uses the Platform in any manner, and each of your heirs, assigns, and successors.
By accessing or using the Platform, you represent and warrant that you are at least 18 years old and able to form legally binding contracts under applicable law.
If you access or use the Platform on behalf of another person or entity, you represent and warrant that you have the authority to bind that person or entity to these Terms, and your acceptance of the Terms will be deemed an acceptance by that entity, and 'you' and 'your' herein shall refer to that entity.
Limited License to Use the Platform
Subject to your agreement and compliance with these Terms, St. Jude grants you a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sublicenseable license for a limited period of time to access the St. Jude Cloud Platform, to process, analyze or display data. No license is given to you if you are located in or a citizen of an embargoed or restricted country. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by St. Jude or its licensors, except for the licenses and rights expressly granted in these Terms.
Modifications to the Terms & Platform
St. Jude, in its sole discretion, reserves the right at any time to, among other actions, and without advance notice:
- Change these Terms;
- Change the St. Jude Cloud Platform, including eliminating or discontinuing the St. Jude Cloud Platform, the St. Jude Programs, the St. Jude Data, any content on or feature of the St. Jude Cloud Platform;
- Deny or terminate your use of and/or access to the St. Jude Cloud Platform; and
- Refuse or remove any material or data, including genomic sequences that you might place in, upload to, or use with the St. Jude Cloud Platform or any part of it.
Any changes we make to the Terms or Platform will be effective immediately when posted on the St. Jude Cloud Platform. You agree that accessing, entering, using, or continuing to use the St. Jude Cloud Platform after any such changes constitutes your consent to all such changes. If you do not consent, you may not access or use the Platform. Be sure to return to this page periodically to ensure your familiarity with the most current version of the Terms.
The St. Jude Cloud Platform includes data and programs owned by St. Jude, referred to as 'St. Jude Data' and 'St. Jude Programs.' User shall acknowledge St. Jude as the provider of St. Jude Data and/or St. Jude Programs in any publication, presentation, or patent application using St. Jude Data and/or St. Jude Programs. User shall notify St. Jude of any such publication or presentation within thirty (30) calendar days of public disclosure and of any such patent application within thirty (30) calendar days of its filing. To provide this notification, please complete the form at this link: https://stjude.cloud/contact
Intellectual Property & Feedback
The Platform, St. Jude Data and St. Jude Programs are protected by patent, copyright, trademark, trade secret and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, St. Jude and its licensors exclusively own all right, title, and interest in and to the Platform and all technology underlying the same, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of St. Jude used herein are trademarks or registered trademarks of St. Jude. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.
By sending us any feedback, comments, questions, or suggestions concerning the Platform (collectively, 'Feedback'), you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) the Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you (i) agree that St. Jude is under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against St. Jude and its Users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your account or the Platform.
The St. Jude Programs may be used only on the St. Jude Cloud Platform (unless otherwise accessible from the DNAnexus platform), and User agrees to use them only on the St. Jude Cloud Platform or, as applicable, the DNAnexus platform, unless a separate agreement is entered into by User, User's organization, and an authorized representative of St. Jude.
User agrees not to download, reverse engineer, transfer, translate, modify, adapt, enhance, decompile, disassemble, or try to determine source code from the St. Jude Data, St. Jude Programs, or the St. Jude Cloud Platform. User agrees not to share any St. Jude Programs with any third party or with any person or entity without written permission from an authorized representative of St. Jude. User will not share User's access to the St. Jude Platform with anyone else. User will not share St. Jude Programs or assist in access to them or to the St. Jude Platform with or to anyone in, or a national of, a country restricted or embargoed by the United States.
Except as permitted by an applicable, executed Data Access Agreement, User will not obtain, retain, or share the St. Jude Data or the URL by viewing the source code or monitoring the activity of any St. Jude Program.
User shall promptly inform St. Jude at https://stjude.cloud/contact if User becomes aware of any unauthorized download or transfer of the St. Jude Data or St. Jude Programs from the St. Jude Cloud Platform. User will use all commercially reasonable efforts to prevent unauthorized access to the St. Jude Cloud Platform. St. Jude may take action against User for violations of this provision, including but not limited to St. Jude blocking User from using the St. Jude Cloud Platform and employing all available legal remedies.
User agrees that the St. Jude Cloud Platform, St. Jude Data, and St. Jude Programs will be used for educational and basic research purposes only and not for any other purpose. User shall not use the St. Jude Cloud Platform, St. Jude Data, or St. Jude Programs for diagnosis, medical care, or treatment of any patient, or for decision-making about any person (including allocation to a study or specific study arm or group), or to render medical advice or professional services. User acknowledges and understands that the St. Jude Cloud Platform, St. Jude Data, and St. Jude Programs have not received approval or clearance by the U.S. Food and Drug Agency or otherwise. User agrees that the St. Jude Cloud Platform, St. Jude Cloud Programs, and St. Jude Cloud Data, are intended only to assist in research but not in decision-making about patients or research participants, and that User is and remains solely responsible for all decisions made based on their use. You will not use any data from the St. Jude Platform in any manner that violates the applicable law(s) in the United States or the User's resident country or location. User warrants that User will obtain all required approvals for the use of the St. Jude Data or St. Jude Programs.
User shall not attempt to learn or discern the identity of any individual from the St. Jude Data. If user suspects the identity of any individual in the St. Jude Data, User shall not disclose such information.
User shall not upload any data or use any data in conjunction with St. Jude Cloud Platform, St. Jude Data, and/or St. Jude Programs that is inappropriate or unlawful or contains any virus, malware, spyware, worms, Trojan horses, time bombs, cancelbots, hostile or intrusive program codes that are designed to perform malicious operations on a computer or in any other way poses a cyber or informational threat to St. Jude Cloud Platform, St. Jude Data, and/or St. Jude Programs, or St. Jude.
User will take no action that will adversely affect the speed, security, or integrity of the St. Jude Cloud Platform, St. Jude Data, and/or St. Jude Programs.
User shall not share any encryption key or St. Jude Program with any other person, except as permitted herein or in any subsequent written agreement of the parties, or in any by an authorized representative of St. Jude. User shall not take any action that imposes an unreasonable burden on the infrastructure used to support the efficient operations of the St. Jude Platform or St. Jude Programs.
User acknowledges the applicability of the DNAnexus and Azure terms and privacy policies, including https://www.dnanexus.com/terms, https://www.dnanexus.com/privacy, and https://azure.microsoft.com/en-us/support/legal/.
User Data and Submissions
The Platform may permit Users to upload certain information or data ('User Data'). User acknowledges that User is and shall be responsible for all User Data uploaded onto or used in or with the St. Jude Cloud Platform and St. Jude Programs.
By uploading any User Data to the Platform, you hereby grant to St. Jude, its representatives, and third parties DNAnexus, Microsoft, and other applicable third parties, a worldwide, non-exclusive, royalty-free license to maintain User Data on the Platform. You may upload DNA and RNA sequence data, metadata, other information related to such sequence data, or other information or files held within the user-specific project on the St. Jude Cloud Platform or on DNAnexus (collectively, 'User Project Data'). St. Jude does not intend to access User Project Data unless you explicitly grant access the St Jude. In rare circumstances, St Jude may work with DNAnexus to gain access and/or remove User Project Data. St. Jude reserves the right to access or remove User Project Data as necessary to provide the St. Jude Cloud Platform services as offered, for security and fraud-prevention purposes, protection of St. Jude and its agents, and as required by law.
The license granted to St. Jude herein shall survive termination of the Platform. Nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Data. You acknowledge and agree that you are solely responsible for all User Data that you upload. You represent and warrant that: (a) you either are the sole and exclusive owner of all User Data that you upload or you have all rights, licenses, consents, approvals, authorizations, and releases that are necessary under applicable law to grant to St. Jude the rights in such User Data, as contemplated under these Terms; and (b) neither the User Data nor your uploading, submission or transmittal of the User Data or St. Jude's use of your User Data (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy of any individual or entity, or result in the violation of any applicable law or regulation. You agree that St. Jude withdraw your User Data.
St. Jude reserves the right, at any time and without prior notice, to remove or disable access to User Data that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform, Users, or for any other reason.
YOU AGREE THAT YOU MAY NOT AND WILL NOT UPLOAD ANY PERSONAL HEALTH INFORMATION OR PERSONALLY IDENTIFYING INFORMATION, as defined by applicable law(s) in the United States or the User's RESIDENT country OR LOCATION, OR THE LOCATION FROM WHICH THE DATA ORIGINATED, TO THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA. YOU MAY NOT AND WILL NOT UPLOAD ANY INFORMATION OR DATA, INCLUDING GENETIC OR GENOMIC DATA, WITHOUT APPROPRIATE CONSENT AND AUTHORIZATION OR TO THE EXTENT OTHERWISE PERMITTED BY APPLICABLE LAW, AND YOU WILL UPLOAD SUCH DATA ONLY IN COMPLIANCE WITH ALL APPLICABLE LAW. YOU REPRESENT AND WARRANT THAT YOUR UPLOADING USER DATA WILL NOT VIOLATE ANY AGREEMENT, GRANT, CONTRACT, OR ARRANGEMENT. YOU WILL NOT UPLOAD ANY DATA WITH PROTECTED HEALTH INFORMATION (PHI) OR PERSONALLY IDENTIFYING INFORMATION AS DEFINED BY US LAW, OR ANY DATA CONTAINING WITH THE NAME OR IDENTIFYING INFORMATION ABOUT THE INDIVIDUAL TO WHOM THE DATA PERTAINS.
User warrants User warrants that User Data contains no defamatory, malicious, or false content. You may not upload any information that is illegal, threatening, libelous, defamatory, obscene, ethnically or racially offensive or discriminatory, profane, or that infringes the copyright or other intellectual property right of any third party, invades the privacy of another person, constitutes a crime, gives rise to a civil action, or otherwise violates any law regarding use of information or data, human subject research, or privacy or confidentiality, or any law or obligation of confidentiality or secrecy.
User shall comply with all applicable laws, rules, regulations, and guidance when using the St. Jude Cloud Platform and uploading data to the St. Jude Cloud Platform. This includes, but is not limited to, human subject protection laws and privacy laws of the U.S. and the country of the User, as well as any specific restrictions associated with any uploaded data or usage of any data or information resulting from User's use of the St. Jude Cloud Platform, St. Jude Data, and/or St. Jude Programs.
User is responsible for obtaining permission for all use of any information or data, including genomic sequences, uploaded or used on the St. Jude Cloud Platform, the St. Jude Programs, or with the St. Jude Data, and User assumes all liability for doing so.
The St. Jude Programs and Platform are subject to U.S. and local export control laws and regulations. User agrees that User will comply with all applicable U.S. and local export control laws and regulations, including those concerning 'anti-boycott,' 'deemed export,' and 'deemed re-export,' in connection with User's use of the Programs and Platform. It is the sole responsibility of User to ensure it has the right to use all features of the Programs and Platform in User's jurisdiction, and User agrees not to use the Programs or Platform if those laws conflict with U.S. law. User shall comply with all laws and regulations governing use, export, re-export, and transfer of the Programs and Platform and will obtain all required U.S. and local authorizations, permits, or licenses. User certifies that User will not use the Programs or Platform from within a country that is embargoed by the U.S., and that User will not use the Programs and Platform if User is a national or resident of, located within, or under the control of any restricted country. User certifies that neither User nor User's Institution is on the U.S. Department of Commerce's Denied Persons List or affiliated lists, on the U.S. Department of Treasury's Specially Designated Nationals List, or on any U.S. Government export exclusion lists. The export obligations under this clause shall survive the expiration or termination of the Agreement. St. Jude may modify or not make available the Programs and/or certain Program features or the Platform to comply with applicable laws and regulations.
Copyright Policy & Complaints
We expect Users to respect copyright law. In appropriate circumstances, we will terminate access to the Platform of any User who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders or remove or disable access to material on the Platform that infringes upon the copyright rights of others. We also may, in our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity.
Digital Millennium Copyright Act. If you believe that your work has been used on the Platform in any manner that constitutes copyright infringement, please notify St. Jude's copyright agent by written notice.
Notice. The notice should include the following information:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
- A description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;
- Identification of the location on the Platform of the material you claim has been infringed, or the link or reference to another website that contains the material you claim has been infringed;
- Your name, address, telephone number and email address;
- A statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and
- A statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the copyright owner of the material allegedly infringed or authorized to act on the copyright owner's behalf.
Designated Agent Contact Information. St. Jude's copyright agent for notice of claims of copyright infringement on the Platform is ZwillGen PLLC. ZwillGen can be reached at 1900 M. Street, NW Washington, D.C. 20036, email@example.com, 202-296-3585, fax: 202- 706-5298..
Counter Notification. If you receive a notification from St. Jude that material made available by you on or through the Platform has been the subject of a 'Notification of Claimed Infringement', then you will have the right to provide St. Jude a 'Counter Notification.' A Counter Notification must be in writing, provided to our Designated Agent via a method identified above, and include substantially the following information:
- A physical or electronic signature of the User;
- 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;
- A statement under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- The User's name, address, and telephone number, and a statement that the he/she consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if outside the United States, for any judicial district in which St. Jude may be found, and that the User will accept service of process from the person who provided notification above or an agent of such person.
A party submitting a notice of claimed infringement or a Counter Notification should consult a lawyer or see 17 U.S.C. '512 to confirm your obligations under the Copyright Act.
False Notifications. St. Jude reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.
ST. JUDE MAKES NO WARRANTY AS TO THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA. USE OF THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA IS AT USER'S OWN RISK, AND USER AFFIRMATIVELY ACCEPTS, ON BEHALF OF USER AND ON BEHALF OF ANY INSTITUTION OR ORGANIZATION WITH WHICH USER IS AFFILIATED, THESE RISKS WITH EACH USE. THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, AND THE ST. JUDE DATA ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ST. JUDE DOES NOT WARRANT THAT THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA, OR THEIR CONTENT OR OPERATION WILL BE SECURE, ACCURATE, RELIABLE, UNINTERRUPTED, OR ERROR-FREE. ST. JUDE MAKES NO WARRANTY THAT THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS, CANCELBOTS, OR OTHER DAMAGING, INTERFERING, OR HARMFUL SOFTWARE OR PROGRAMMING ROUTINES. ST. JUDE MAKES NO WARRANTY THAT THE CONTENT CONTAINED ON THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA SATISFIES GOVERNMENTAL REGULATIONS ON PRESCRIPTION DRUG PRODUCTS, CLEARANCE FOR USE ON PATIENTS, OR ANY OTHER GOVERNMENTAL REGULATION. ST. JUDE HAS NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD PARTY CONTENT, APPLICATIONS, PROGRAMS, OR DATA ON THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR IN THE ST. JUDE DATA. YOU ASSUME ALL RISK FOR YOUR USE OF THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA AND FOR ANY UNLAWFUL INTERCEPTION, ACCESS, AND USE BY ANY UNAUTHORIZED THIRD PARTY. ST. JUDE MAKES NO WARRANTY REGARDING THE LAW OF YOUR JURISDICTION AND WHETHER IT ALLOWS ACCESS OR DOWNLOAD; YOU ASSUME THE RISK AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF YOUR JURISDICTION.
No agent or representative of St. Jude has the authority to create any warranty regarding the St. Jude Cloud Platform, the St. Jude Programs, or the St. Jude Data on behalf of St. Jude. St. Jude reserves the right to change or discontinue at any time any aspect or feature of the St. Jude Cloud Platform, the St. Jude Programs, or the St. Jude Data.
Exclusion of Liability
TO THE FULLEST EXTENT PERMITTED, ST. JUDE DISCLAIMS ALL WARRANTIES. UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL ST. JUDE OR ITS EMPLOYEES AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES (INCLUDING, WITHOUT LIMITATION, HEALTH PROBLEMS, LOST PROFITS, OR DAMAGES ARISING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY CONNECTED WITH USE OF THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA, OR ANY FAILURE OR DELAY IN, OR ANY INABILITY TO USE, THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER SPECIFICALLY AGREES THAT NEITHER ST. JUDE NOR ANY LICENSOR, SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR INFORMATION PROVIDER TO ST. JUDE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, OR ANY OF THEIR SUCCESSORS OR ASSIGNS, SHALL HAVE ANY LIABILITY TO USER OR ANY THIRD PARTIES FOR ANY REASON OR UNDER ANY THEORY WHATSOEVER, BASED UPON THE INFORMATION PROVIDED ON OR THROUGH THE ST. JUDE CLOUD PLATFORM OR USER'S USE OF THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA. SHOULD THIS PROVISION BE UNENFORCEABLE, THE PARTIES AGREE THAT LIABILITY OF ST. JUDE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THEIR SUCCESSORS AND ASSIGNS, IS CAPPED AT THE AMOUNT USER HAS PAID FOR THE USE OF THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA.
INFORMATION OR SERVICES PROVIDED BY ST. JUDE ON THE ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA IS NEITHER MEDICAL ADVICE NOR A SUBSTITUTE FOR MEDICAL ADVICE AND IS NOT A SUBSTITUTE TO ANY PERSON'S PRIMARY OBLIGATION TO MAINTAIN MEDICAL RECORDS AND TO COMPLY WITH ANY ORDERS, PRESCRIPTIONS, OR OTHER DIRECTIONS OF MEDICAL PROFESSIONALS. RELIANCE ON ST. JUDE CLOUD PLATFORM, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA IS AT THE USER'S OWN RISK.
User agrees to indemnify St. Jude, the American Lebanese Syrian Associated Charities (ALSAC), and any of our parent or subsidiary companies or organizations, and any of our successors, assigns or licensees, together with any of their respective board members, officers, directors, and employees, against any damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys' fees and costs) arising out of a claim by St. Jude or any third party relating to User's use (including without limitation User's uploading to or use of genomic information) of the St. Jude Cloud Platform, St. Jude Data, and/or St. Jude Programs, , and for any claim based on User's alleged or actual any breach or violation of these Terms or any other term or condition contained on the St. Jude Cloud Platform.
ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and St. Jude agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all disputes with St. Jude as follows:
Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach St. Jude support at https://stjude.cloud/contact. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with St. Jude, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, St. Jude will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, St. Jude will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.
You and St. Jude understand that, absent this mandatory arbitration provision, each party would have the right to sue in court and have a jury trial. You and St. Jude further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of Tennessee, United States of America, and you and St. Jude agree to submit to the personal jurisdiction of any federal or state court in Shelby County, Tennessee, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver: The parties further agree that the arbitration shall be conducted by the parties in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND ST. JUDE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending notice of your decision to opt out to https://stjude.cloud/contact with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Platform; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, St. Jude also will not be bound by them.
Changes to This Section: We will provide thirty (30) days' notice of any changes to this section. Amendments will become effective thirty (30) days after such notice. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled 'Arbitration and Class Action Waiver,' and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.
Survival: This Arbitration and Class Action Waiver section shall survive any termination of your account or the Platform.
User agrees that these Terms constitute an agreement entered into between User and St. Jude in the State of Tennessee, United States of America, and is performed within the State of Tennessee. User agrees that these Terms are governed by and will be construed in all respects under the laws of the State of Tennessee, exclusive of its choice of law or conflicts of law provisions. In any claim or action directly or indirectly arising under these Terms or related to the Platform, User irrevocably agrees to submit to the exclusive personal jurisdiction of the state or federal courts located in or serving Shelby County, Tennessee. User waives any jurisdictional, venue, or inconvenient forum objections to such court.
If any provision of these Terms is held to be not enforceable by a court or other tribunal of competent jurisdiction, then such provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect.
These Terms, together with other terms required to access the St. Jude Cloud Platform, St. Jude Data, and St. Jude Programs constitute the entire agreement between User and St. Jude relating to the access and use of theSt. Jude Cloud Platform, St. Jude Data, and St. Jude Programs. User may not modify these Terms. Anything contained in the St. Jude Cloud Platform, St. Jude Data, and St. Jude Programs that is inconsistent with or conflicting with the terms of this agreement is superseded by these Terms. Notwithstanding the foregoing, if User and St. Jude's authorized representative execute an Agreement for Access To and/or Download of Controlled-Access Genomic Sequencing Data, they become a part of the entire agreement between User and St. Jude.