Terms of Service

This Natero Service Agreement (this “Agreement”) sets forth the terms and conditions (“Terms of Service”) under which Natero, Inc. (“Natero” or “we”), makes available its data collection, tracking, analysis and reporting to the customer (“Customer” or “you”) identified in the attached Service and Pricing Schedule (the “Schedule”) . Please read carefully this Agreement carefully. These Terms of Service, including the Schedule, constitute a binding legal agreement between you and Natero as of the Effective Date set forth in the Schedule.

YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE “I AGREE” OR “I ACCEPT” BUTTON YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE. If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “you” and “your” will refer to that company or other legal entity.

Modification

Natero reserves the right, at its sole discretion, to modify the Service and/or this Agreement, at any time. If we modify the Service (including any material modification to the Privacy Policy as referenced below) or this Agreement, we will provide you with notice of the modification and post the modification on the Natero website (the “Site”). If you do not approve the modification you may terminate this Agreement within 30 days following Natero’s notice; otherwise by continuing to access or use the Service, you are indicating that you agree to use the modified Service and to be bound by the modified Agreement.

Description of the Service

The Service collects and tracks certain data and information as provided to us by our users either directly or through access to services which store their data such as a database (such data and information, “Customer Data”) and enables users of the Service to view custom analytical reports based on Customer Data. The Service will collect and track Customer Data that you specify through the Natero visual interface, and generate and enable you to view analytical reports based on Customer Data from any data source. The Service parameters and pricing applicable to you are set forth on the Schedule.

Use License

Subject to your compliance with the terms and conditions of this Agreement, Natero hereby grants you a non-exclusive license, with no right to sublicense, to use the Service in accordance with this Agreement, and if so provided by Natero as set forth in the Schedule, to copy and install the Natero Client Application on any website that you own or control or operate on behalf of a third party for the sole purpose of using the Service in connection with such websites. The foregoing license includes the right to use any documentation and other materials provided by Natero to enable you to use the Natero Client Application and to access and use the Service to view analytical reports generated by the Service for such websites.

You will not nor will you allow any third party to (i) modify, adapt, translate or otherwise create derivative works based on the Service or any such Natero Client Application; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the underlying ideas, algorithms, structure or organization of the Service or any such Natero Client Application; (iii) rent, lease, sell, assign, distribute or otherwise transfer rights in the Service or any such Natero Client Application or offer the Service on a timesharing, service bureau or hosted service basis; or (iv) use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Service or any such Natero Client Application. You will comply with all applicable laws and regulations in your access to and use of the Service or any such Natero Client Application.

Fees

Natero may make the Service available at no charge on a trial basis. However, Natero reserves the right, at any time, to modify the Service and this Agreement by beginning to charge fees and establish payment terms (or to change its then-current fees or payment terms) for use of the Service. If Natero decides to charge fees and establish payment terms (or to change its then-current fees or payment terms) for use of the Service, any such modification to the Service and this Agreement will be effective in accordance with the terms of the “Modification” paragraph above. A Standard Monthly Fee specified in the Schedule is payable monthly at the time of invoice. An Additional Monthly Fee (as specified in the Schedule) for additional services beyond the Standard Monthly Fee may be added to the Standard Monthly Fee and is also payable monthly at the time of invoice. Immediately upon becoming due, payment may be made by action of Natero as authorized through a mutually agreed credit card facility.

Account Registration

In order to use the Service you must register to create an account (“Account”). During the registration process, you will be required to provide certain information to us and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Natero reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions, and including cases where you have disclosed your password to a third party. You will immediately notify Natero of any unauthorized use of your Account. By signing up for the Natero Service you agree that Natero may send you occasional emails relevant to your use of the Natero Service.

Privacy

Customer Data provided to Natero will be subject to Natero’s privacy policy (See Natero Privacy Policy here). With respect to any personally identifiable information (“PII”) that you provide to Natero, you represent and warrant that: (i) you will comply with all applicable laws relating to the collection, use and disclosure of PII; (ii) you have posted (or you will post) a privacy policy on each website on which you use the Service, which clearly and conspicuously discloses that: (a) you use third-party service providers to provide certain services to you in connection with your operation of such website, including the collection and tracking of certain data and information regarding your product or service; and (b) you may disclose PII to certain such third-party services providers for the sole purposes of provision of services by the third party service providers to you; and (iii) you have made all required notifications and obtained all required consents and authorizations from your website visitors relating to the disclosure of PII to a third party service provider like Natero. You further acknowledge and agree that your indemnity obligation under the “Indemnity” paragraph below applies to any third party claims relating to your disclosure of any PII to Natero.

Use of Customer Data

You have the exclusive right to use all Customer Data and all reports based on Customer Data generated by the Service, for any purpose related to your business. Notwithstanding the foregoing, you acknowledge and agree that Natero may, at any time and in its sole discretion: (i) use any or all Customer Data internally as needed to troubleshoot issues or improve the Service; and (ii) use, for its internal purposes, statistics collected about how Customer Data is used with the Natero Service.

Ownership

The Natero Service and any Natero Client Application that may be provided by Natero are protected by copyright, trademark, and other laws of the United States and foreign countries. Natero and its licensors exclusively own all right, title and interest in and to the Natero Service and any such Natero Client Application, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Natero Service and any such Natero Client Application.

Term, Termination and Account Cancellation

The Term during which the Service will be provided to you is set forth in the Schedule. Either you or Natero may terminate this Agreement and the Service provided hereunder, with or without cause, upon 30 days prior written notice.

Upon expiration or any termination of this Agreement, your account will be cancelled and you must promptly cease any further use of the Natero Service. All provisions of this Agreement not specifically related to the mechanics of providing the Natero Service shall survive.

Disclaimers

THE NATERO SERVICE AND ANY NATERO CLIENT APPLICATION ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NATERO DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NATERO MAKES NO WARRANTY THAT THE NATERO CLIENT APPLICATION OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NATERO OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnity

You agree to defend, indemnify, and hold Natero, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or relating to: (i) your use of or access to the Natero Client Application or the Service: (ii) your breach of this Agreement; or (iii) your violation of applicable laws, rules or regulations in connection with your use of the Service.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE NATERO CLIENT APPLICATION AND THE SERVICE REMAINS WITH YOU. NEITHER NATERO NOR ANY OTHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL), OR FOR THE COST OF PROCURING ALTERNATE OR SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE NATERO CLIENT APPLICATION OR THE SERVICE, WHETHER BASED ON WARRANTY, INDEMNIFICATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NATERO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL NATERO AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE NATERO CLIENT APPLICATION OR THE SERVICE EXCEED THE GREATER OF FIVE HUNDRED U.S. DOLLARS ($500) OR THE FEES PAID TO NATERO DURING THE 12 MONTH PERIOD PROCEEDING THE ACCRUAL OF THE FIRST CLAIM ASSERTED. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NATERO AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Natero used herein are trademarks or registered trademarks of Natero. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Controlling Law and Jurisdiction

This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement will be the federal or state courts located in the Northern District of California and each of the parties hereto consents to the personal jurisdiction and venue in such courts.

Entire Agreement

This Agreement constitutes the entire and exclusive understanding and agreement between Natero and you regarding the Natero Client Application and the Service, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Natero and you regarding the Service.

Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without Natero’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Natero may assign or transfer this Agreement, at its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given: (i) by Natero via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

General

The failure of Natero to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that 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 Natero. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

Contacting Natero

If you have any questions about this Agreement, please contact Natero at help@natero.com.

Last updated: March 23, 2015