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Terms of Use

Effective June 2018 • Updated September 2020

These Terms of Use (“Terms”), govern your access to and use of the Together website https://together.stjude.org, Together online community, and any related digital services provided in connection with Together (“Together”), including any other websites, linked pages, features, content, and mobile applications made available and owned by St. Jude Children’s Research Hospital, Inc. (“St. Jude,” “we,” “our,” or “us”). By accessing or using any portion of Together and any related services (the “Services”), you hereby agree to these Terms and agree to comply with all applicable laws. Please read the Terms carefully before accessing the Services. If you do not understand these Terms, please contact us using the information below. If you do not agree to be bound by these Terms, you are not permitted to access, enter, or use any part of the Services. Please review the Together Privacy Policy, which is incorporated herein by reference and governs our collection and use of your information.

IMPORTANT NOTICES

  • TERMS CONTAIN IMPORTANT REQUIREMENTS, RESTRICTIONS, CONDITIONS, AND OTHER PROVISIONS THAT AFFECT YOUR RIGHTS. WE ENCOURAGE YOU TO READ THEM CAREFULLY.
  • THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE DISPUTES THROUGH ARBITRATION ON AN INDIVIDUAL BASIS AND NOT PART OF ANY CLASS OR REPRESENTATIVE ACTION.
  • THE SERVICES AND CONTENT ARE FOR YOUR OWN GENERAL, PERSONAL, AND EDUCATIONAL PURPOSES ONLY.
  • THE SERVICES ARE NOT AN ATTEMPT TO PRACTICE MEDICINE OR PROVIDE SPECIFIC MEDICAL ADVICE, NOR DOES THE USE OF THE SERVICES CONSTITUTE THE PROVISION OF TREATMENT TO A USER OR ESTABLISH A DOCTOR-PATIENT RELATIONSHIP.
  • IF YOU BELIEVE YOUR SYMPTOM OR SITUATION IS URGENT OR LIFE-THREATENING, CALL 911 OR YOUR LOCAL EMERGENCY MEDICAL SYSTEM IMMEDIATELY.

ELIGIBILITY TO USE THE SERVICES

These Terms apply to all users of the Services, including users who are also contributors of content, information, and other materials or services in the Services. All references to “you” or “your,” as applicable, mean the person who accesses or uses the Services in any manner, and each of your heirs, assigns, and successors. If you have been authorized to, and are helping another person visit our Services, these Terms constitute a legally binding agreement between both the helper and the person being helped and St. Jude.

By accessing or using the Services, you represent and warrant that you are at least eighteen (18) years old and able to form legally binding contracts under applicable law. If you are under the age of eighteen (18), please have your parent or guardian read and agree to these Terms. If your parent or legal guardian does not agree to (or cannot comply with) these Terms, you may not use or attempt to use Services.

PRIVACY PRACTICES

By accessing or using the Services, you agree that we can collect, use, and share your Personal Information and Usage Information as disclosed in our Privacy Policy, which is hereby incorporated by reference into these Terms. We encourage you to review our Privacy Policy for information about our privacy practices and how we protect your Personal Information. The Privacy Policy does not apply to Protected Health Information (“PHI”) that St. Jude may collect when acting as a Covered Entity or Business Associate subject to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"). St. Jude maintains PHI in accordance to its Notice of Privacy Practices and, to the extent applicable, its contractual obligations as set out in Business Associate Agreements. If you have any questions regarding St. Jude’s use and disclosure of your PHI or the rights you have with respect to your PHI, please review our Notice of Privacy Practices. You may contact us with any questions regarding the privacy of your Personal Information or PHI by using the details in the “Contact Us” section below.

SERVICES DO NOT CONSTITUTE MEDICAL ADVICE

The contents of the Services, including text, graphics, images, links to third-party resources, and other material (“Content”), are for informational purposes only. If you rely on any Content, you do so solely at your own risk. We are not responsible for the accuracy, reliability, availability, effectiveness, or correct use of information you receive through the Services. The Services are not intended to be a substitute for professional medical advice, diagnosis, or treatment.

We recommend that you consult with a qualified Health Care Provider with respect to any matter relating to your physical or mental health, especially symptoms that may require diagnosis or medical attention. Only a qualified Health Care Provider can provide you with advice on what is safe and effective for you. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. If you think you may have a medical emergency, call your doctor or 911 immediately. St. Jude does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information posted on the Services. Reliance on any information provided on the Services, whether posted by St. Jude or other users of the Services, is solely at your own risk.

ACCOUNT REGISTRATION

Users may access the Services without registering for an account. However, to access and participate in certain features of the Services, including to submit, upload, or otherwise make available Content, you will need to create a password-protected Together Community account (“Account”). If you want to use those aspects of the Services, then you shall provide St. Jude with true, accurate, complete, and current registration information. You agree to provide accurate, current, and complete information during Account registration, and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your Account and your access to the Services, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms.

A Together Community Account and Together Community profile page will be created for your use of the Services based upon the information you provide to us.

ACCOUNT PASSWORD AND CONFIDENTIALITY

You are solely responsible for safeguarding your Together Community Account password and, if applicable, your Third-Party Account password. You are solely responsible for all activity that occurs on your Together Community Account. You agree to notify St. Jude immediately of any unauthorized use of your Together Community Account. St. Jude is not liable for any losses by any party caused by an unauthorized use of your Together Community Account, or other account related security breach of which you become aware, such as theft, unauthorized use, attempted use, or tampering. Notwithstanding the foregoing, you may be liable for the losses of St. Jude or others due to such unauthorized use of your Account.

CONSENT TO ELECTRONIC COMMUNICATIONS

As part of your use of the Services, you may receive notifications, text messages, calls, alerts, emails, and other electronic communications that are automatically dialed or pre-recorded. We and our partners and affiliates may need or want to send you certain communications, such as marketing communications, service announcements, and administrative messages. You consent to receive such communications and agree that any such communications that we send to you shall be legally effective when sent. You agree that any notices sent by us by email satisfy any requirement that the notices be provided in writing. If you do not agree, do not accept this Agreement.

You may have the right to withdraw your consent to receiving certain electronic communications, and, when required by law, we will provide you with paper copies of all documents and records upon request. You may do so by contacting us at the phone number or email address provided under the “Contact Us” section at the end of these Terms. If you withdraw your consent, we reserve the right to terminate our agreements with you. To receive or access the notices we send via email, you must have internet access and a computer or device with a compatible web browser. You will also need software capable of viewing files in Portable Document Format (“PDF”). To retain the notices we send you, your device or computer must have the ability to download and store electronic communications, including PDF files. By accepting these terms, you verify that you are able to receive, access, and retain the notices we may send. You may change your email address for notification purposes at any time by contacting us at the phone number or email address provided under the “How to Contact Us” section at the end of these Terms.

PLEASE NOTE THAT WHEN YOU CONTACT US BY EMAIL OR TEXT, SUCH COMMUNICATION MAY NOT BE SECURE BECAUSE IT TRAVELS OVER UNSECURE COMMUNICATION LINES. BY SENDING ANY CONFIDENTIAL OR PERSONAL INFORMATION TO US VIA EMAIL OR TEXT, OR AGREEING TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US THROUGH EMAIL OR TEXT, YOU ACKNOWLEDGE AND ACCEPT ANY RISK AND DAMAGE ARISING FROM DISCLOSURE OF SUCH INFORMATION IN THE COURSE OF TRANSMISSION.

WIRELESS CARRIER ACCESS

You acknowledge and agree that using the Services may require access to the internet via your wireless carrier, internet service provider or other method of internet access, and that access to the Services may not be available if you do not have an internet connection or for other reasons. You acknowledge and agree that by using the internet to use the Services, you may incur charges from your wireless carrier, internet service provider or other method of internet access, depending upon your contract or plan with your provider. You acknowledge that payment of any such charges will be your sole responsibility. You agree that your use of the Services will be in accordance with all requirements of your wireless carrier, internet service provider or other method of internet access. YOU ARE RESPONSIBLE FOR ANY MESSAGING OR DATA FEES YOU MAY BE CHARGED BY YOUR WIRELESS CARRIER.

USER CONTENT LICENSE

St. Jude may, in our sole discretion, permit you to post, upload, publish, submit or transmit Content to the Services (“User Content”). By making available any User Content on or through the Services (“post” or “posting”), you hereby grant to St. Jude a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, transfer, transmit, access, view, and otherwise exploit such User Content for the purpose of providing, operating, and maintaining the Services, or for any other purpose permitted by our Privacy Policy. The license granted to St. Jude herein shall survive termination of the Services or your Account. Nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content you post.

You acknowledge and agree that you are solely responsible for all User Content that you post. You also represent and warrant that: (a) you are either the sole and exclusive owner of all User Content that you post or you have all rights, licenses, consents and releases that are necessary to grant to St. Jude the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content, your posting of the User Content, or St. Jude's use of your User Content (or any portion thereof) on, through or by means of the Services 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, or result in the violation of any applicable law or regulation. St. Jude reserves the right to modify or adapt User Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

You also represent, warrant and agree that you will not post Content that: (a) infringes, violates or otherwise interferes with any copyright or trademark of another party, (b) reveals any trade secret, unless the trade secret belongs to you or you have the owner's permission to disclose it, (c) infringes any intellectual property right of another or the privacy or publicity rights of another, (d) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party, (e) creates an impression that you know is incorrect, misleading, or deceptive, including by impersonating others or otherwise misrepresenting your affiliation with a person or entity; (f) contains other people's private or personally identifiable information without their express authorization and permission; (g) contains or links to a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information or limit the functionality of any computer software or hardware or telecommunications equipment; and/or (h) is or may reasonably be considered to be, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable, or that harms minors in any way.

RULES FOR ACCESSING THE SERVICES AND ENFORCEMENT

You warrant that you will not use the Services any purpose that is unlawful or prohibited by these Terms and accessing or using the Services, you agree to comply with all applicable laws, rules, and regulations. Without limitation, you warrant that you shall not, and shall not permit any third party, directly or indirectly:

  1. use the Services for any unlawful purposes or for promotion of illegal activities;
  2. upload or post any User Content in violation of the provisions contained in the "User Content” License section above;
  3. use the Services for the purpose of spamming anyone;
  4. use the Services in any manner that could damage, disable, overburden, or impair the Services or any user of the Services, or interfere with any other party's use of the Services, or interfere with or damage any third-party sites or system;
  5. access or tamper with non-public areas of the Services or St. Jude’s computer systems or those of its service providers;
  6. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures, or reverse look-up, trace or seek to obtain any information on any other user of the Services, including for purposes of revealing information, including but not limited to personal or health information, other than your own information as provided for by the Services;
  7. use any automated system including but not limited to robots, spiders, offline readers, scrapers to access the Services for any purpose without St. Jude’s prior written approval; provided, however, that public search engines may use spiders or robots to copy materials from the Services for the sole purpose of creating publicly-available searchable indices of the materials (but not caches or archives of such material, and St. Jude reserves the right to revoke these exceptions either generally or in specific cases);
  8. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
  9. use the Services in any manner that could damage, disable, overburden, or impair the Services or any user of the Services, or interfere with any other party's use of the Services, or interfere with or damage any third-party sites or systems; or
  10. interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.

St. Jude is not obligated to monitor access or use of the Services, its Content, or User Content, but we have the right to do so to operate the Services, ensure compliance with these Terms, and to comply with applicable law or other legal requirements.

St. Jude reserves the right, at any time and without prior notice, to suspend or deactivate your account or your access to certain aspects, including remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Services or Users, or for any other reason. Upon any such suspension, deactivation, or termination, we may delete or remove Your Content and other information related to your account. You may close your account at any time by using the information in the “Contact Us” section below.

LICENSE TO USE SERVICES

Subject to your compliance with these Terms, St. Jude grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Services. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Content or Services, except as expressly permitted in these Terms. The Services and Content are provided to you AS IS. If you download or print a copy of Content for personal use, you must retain all copyright and other proprietary notices contained thereon. 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.

INTELLECTUAL PROPERTY

St. Jude Content is protected by copyright, trademark, 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 St. Jude Content 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.

LEGAL COMPLIANCE

User shall comply with all applicable laws, rules, regulations, and guidance when using the Services. This includes, but is not limited to, privacy laws of the United States. 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 Services.

INTERNATIONAL USERS

St. Jude makes no representation that the Services are appropriate or available for use in locations outside of the United States and accessing the Services is prohibited from territories where such Services are illegal. If you are outside of the United States and access the Services or submit your Personal Information to us, please be advised that U.S. law may not offer the same privacy protections as the law of your jurisdiction. If you visit our Services or contact us from outside of the United States, please be advised that (1) any information you provide to us or that we automatically collect will be received in the United States and may be transferred to other jurisdictions; and (2) that by using our Services or submitting information, you explicitly authorize its processing in the United States and subsequent transfers outside the United States.

COPYRIGHT POLICY & COMPLAINTS

We expect Users to respect copyright law. In appropriate circumstances we will terminate the access to the Services of any User who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders or remove or disable access to Content 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.

To comply with the Digital Millennium Copyright Act (contained within Title 17, U.S. Code) (the “DMCA”), St. Jude has adopted and implemented a policy that provides for the prompt removal of Content that allegedly infringes others’ intellectual property rights. If you believe that your work has been used on the Services in any manner that constitutes copyright infringement, please notify St. Jude’s copyright agent by written 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 Services of the allegedly infringing Content, or the link or reference to another website that contains such Content;
  • Your name, address, telephone number and email address;
  • A statement by you that you have a good faith belief that the use of the Content 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 Content 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 Services is ZwillGen PLLC. ZwillGen can be reached at 1900 M. Street, NW Washington, D.C. 20036, dmca@zwillgen.com, phone: 202-296-3585, fax: 202-706-5298.

Counter Notification

If you receive a notification from St. Jude that Content made available by you on or through the Services 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 written, 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 Content 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 Content was removed or disabled as a result of mistake or misidentification of the Content 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

Under the DCMA, any person who knowingly makes material misrepresentations in a notification of claimed infringement or in a counter-notification may be liable for damages. 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.

NO WARRANTIES

ST. JUDE MAKES NO WARRANTY AS TO THE SERVICES OR THE CONTENT. USE OF THE SERVICES 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 SERVICES 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 SERVICES, CONTENT, OR OPERATION THEREOF WILL BE SECURE, ACCURATE, RELIABLE, UNINTERRUPTED, OR ERROR-FREE. ST. JUDE MAKES NO WARRANTY THAT THE CONTENT CONTAINED ON THE SERVICES SATISFIES GOVERNMENTAL REGULATIONS ON PRESCRIPTION DRUG PRODUCTS, CLEARANCE FOR USE ON PATIENTS, OR ANY OTHER GOVERNMENTAL REGULATION. ST. JUDE MAKES NO WARRANTIES REGARDING ANY THIRD-PARTY CONTENT, APPLICATIONS, PROGRAMS, OR DATA ON THE SERVICES OR CONTENT. ST. JUDE MAKES NO WARRANTY THAT THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

No agent or representative of St. Jude has the authority to create any warranty regarding the Services or Content on behalf of St. Jude. St. Jude reserves the right to change or discontinue at any time any aspect or feature of the Services.

EXCLUSION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED, ST. JUDE DISCLAIMS ALL WARRANTIES. UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL ST. JUDE , NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY 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 SERVICES OR CONTENT, OR ANY FAILURE OR DELAY IN, OR ANY INABILITY TO USE THE SERVICES OR CONTENT, 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 ANY USER OR ANY THIRD PARTIES FOR ANY REASON OR UNDER ANY THEORY WHATSOEVER, BASED UPON THE INFORMATION PROVIDED ON OR THROUGH THE SERVICES. 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 SERVICES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IF YOU RESIDE IN SUCH A JURISDICTION. WE ARE NOT LIABLE TO ANY PERSON OR USER FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY OTHER PARTY.

INDEMNIFICATION

User agrees to defend, indemnify, and hold harmless St. Jude, 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: (a) your use or misuse of, or access to, the Services, Content or otherwise from your User Content; (b) your breach of these Terms; (c) your violation or alleged violation of any applicable federal, state or local laws, rules and/or regulations; or (d) infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. St. Jude reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with St. Jude in asserting any available defenses.

DISPUTE RESOLUTION

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:

  • Admissibility of Terms. St. Jude’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of St. Jude. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
  • Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach St. Jude support at GeneralCounselOffice@stjude.org. 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.
  • Binding Arbitration: If the parties do not reach an agreed-upon solution after at least thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. 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.
  • Arbitration Procedure. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to the applicable JAMS Resolution Center, which can be found at http://www.jamsadr.com/locations; and (c) send one copy of the Demand for Arbitration to St. Jude at 262 Danny Thomas Place, MS 280, Memphis, TN 38105, ATTN: Legal.
  • Arbitration Fees. 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.
  • Forum Selection. 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 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.
  • 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 written notice of your decision to opt out to GeneralCounselOffice@stjude.org 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 Services; 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 “Dispute Resolution,” and the court or arbitrator shall apply the first Dispute Resolution section in existence after you began using the Services.
  • Survival: This Dispute Resolution section shall survive any termination of your account or the Services.

JURISDICTION

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 Services, 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.

INTEGRATION

Except as otherwise stated herein, these Terms constitute the entire agreement between User and St. Jude relating to the access and use of the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between St. Jude and you regarding the Services and Content. User may not modify these Terms. Anything contained in the Services or Content that is inconsistent with or conflicting with the terms of this agreement is superseded by these Terms.

MODIFICATIONS TO THE TERMS & SERVICES

St. Jude reserves the right, in its sole discretion, to modify these Terms and any other documents incorporated by reference herein, and the Services at any time and without prior notice. When we update these Terms, we will post a new Effective Date. If we make material changes that would impact your use of the Services, we will endeavor to notify you of the changes prior to the changes taking effect, such as by posting a notice directly on the Services, by sending an email notification (if you have provided your email address to us), or by any other reasonable method. Continued use of the Services constitutes your acceptance to such modifications. Your use of the Services after such modifications are posted shall constitute your consent to the changes. If you do not agree, you may not access or use the Services.

ADDITIONAL TERMS

Additional terms may apply to certain Services, and we will notify you of any additional terms prior to your use of such Services. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.

CONTACT US

If you have any questions regarding the Services, please contact us at together@stjude.org. If you have any questions about St. Jude Children's Research Hospital or these Terms, please contact us at hipaaprivacy@stjude.org.