COVID-19 Program Agreement

Introduction

In this COVID-19 Program Agreement (“COVID-19 Program Agreement”), the words “we,” “us,” and “our” refer to [“SEARCHIE & SEARCHIE DMCC” (Searchie), a company registered and domicile in the United Arab Emirates].  The words “you” and “your” refer to you or an entity that you are representing.

If you choose to use our COVID-19 program (“COVID-19 Program” as further described in Section 1 below), you agree to this COVID-19 Program Agreement.  The COVID-19 Program Agreement governs your use of the COVID-19 Program.  To use the COVID-19 Program, you must accept and agree to the COVID-19 Program Agreement, and your use of the COVID-19 Program automatically indicates and constitutes your acceptance of the COVID-19 Program Agreement.

1.       The COVID-19 Program. 

(a) Public health and healthcare professionals are responding to an outbreak of respiratory disease caused by a novel (new) coronavirus that was first detected in China and which has now been detected in many locations internationally, including in the United States. The virus has been named “SARS-CoV-2” and the disease it causes has been named “coronavirus disease 2019” (abbreviated “COVID-19”).

(b)       Current diagnosis efforts of COVID-19 are primarily focused on symptomatic and/or high risk individuals.

(c) We have offered to support public health efforts by providing our data collection infrastructure to help individuals understand their risk profile for COVID-19, help facilitate testing if indicated, and provide test results back to tested individuals in an efficient manner. 

(d) When using or participating in the COVID-19 Program, you instruct us to collect certain health-related information from you through our electronic platform (the “Services”) to help diagnose whether you may be affected by COVID-19.  To use our Services, you must accept and agree to the agreement governing such Services (the “Agreement”), which is available on our website and may be accessed here, and to our Privacy Policy (“Privacy Policy”), which is available on our website and may be accessed here.  Your use of the Services automatically indicates and constitutes your acceptance of the Agreement and Privacy Policy.

2.       Your participation in the COVID-19 Program.  To participate in the COVID-19 Program, you will do the following:

(a) Complete a short survey.

(i) This will include questions about yourself, including age, gender, home address, contact information, recent travel history, current health status, and any known contact with others who may have been exposed to SARS-CoV-2.

3.       How will my data be protected?

(a)       Your data will be kept in a secure, encrypted database with restricted, monitored access. 

4.       Who will access my data and in what form?

(a) We may have access to information that directly identifies you, including your name, street address, email address, and phone number.  This information may also be provided to our contractors, the healthcare professionals who collect your specimen, the clinical laboratory that processes your specimen, federal, state, and local health authorities, and other entities that assist with the testing program.  The information collected will be used to perform the test, administer and improve the testing program, and for public health purposes.

(b)      In addition, your survey responses and test results will be provided to us, and may be further shared with the clinical laboratory performing the testing, and public health authorities.  Public health officials may use this information to inform public health actions to help protect our community.  We will not use your data for research purposes without your permission.  In the future, you may be invited to share data collected during this process for research purposes.

5.       How much does the COVID-19 Program cost? 

(a) To participate in the COVID-19 Program and receive the results of our screening, you will pay a fee.  This fee may be waived if a third party subsidizes your participation in the COVID-19 Program.  We will indicate if your fee can be waived, otherwise please follow directions to submit payment. 

(b) Please also note that if you participate in any lab tests or undergo any medical procedures, third parties such as labs, doctors or hospitals may provide to you such tests or procedures free or may charge you fees.  We anticipate that standard COVID-19 testing may be offered to you free by testing laboratories, but we are not involved in setting or collecting any such fees, and you should understand whether such testing is indeed free or may be subject to any fees.  Any fees charged by third parties for lab tests and/or medical procedures are not a part of our COVID-19 Program, and you would be directly responsible for any such fees unless otherwise subsidized by any other third party.  Please inquire with all such third parties if any fees may apply to such tests or procedures.   

6.       Additional Terms.  This COVID-19 Program Agreement includes the additional terms attached below in Attachment A (the “Additional Terms”).  The Additional Terms are an integral part of this COVID-19 Program Agreement, and this COVID-19 Program Agreement includes all terms and conditions from the Additional Terms.  You must read the Additional Terms before executing (in writing or electronically) or otherwise accepting this Installment Program Agreement, and your execution or acceptance of this COVID-19 Program Agreement indicates that you read and you accept the Additional Terms as well.

By submitting a written or electronic acceptance of this COVID-19 Program Agreement, you are providing your legally binding signature, just as your handwritten signature, and you are confirming that you are at least 18 years old, and you have read and understood the information provided.

Additional Terms

1.       Liability and Disclaimers.

(a) You will indemnify and hold us and Our Affiliated Entities harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of, or participation in the COVID-19 Program, or breach of this COVID-19 Program Agreement (collectively referred to as “Claims”).  We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any Claims.  You agree to reasonably cooperate as requested by us in the defense of any Claims.  “Our Affiliated Entities” means (i) our direct and indirect business affiliates, customers, licensees, users, vendors, investors and shareholders (whether now existing, prospective or future), predecessors, agents, attorneys, advisors, insurers, directors, employees, officers, and any other similar parties, and (ii) any and all of the foregoing’s successors or assigns.

(b) YOUR USE OF, OR PARTICIPATION IN THE COVID-19 PROGRAM IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS COVID-19 PROGRAM AGREEMENT, THE COVID-19 PROGRAM IS PROVIDED “AS IS.”  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATED ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE COVID-19 PROGRAM OR SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE COVID-19 PROGRAM.  WE AND OUR AFFILIATED ENTITIES DO NOT WARRANT THAT THE COVID-19 PROGRAM OR ANY DATA PROCESSED THROUGH OR USING THE COVID-19 PROGRAM ARE SECURE, ACCURATE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION.  IF ANY OF THESE EXCLUSIONS DO NOT APPLY TO YOU OR ARE VOID WITH RESPECT TO YOU UNDER ANY APPLICABLE LAWS OR REGULATIONS, THE RESPECTIVE WARRANTIES THAT CANNOT BE EXCLUDED ARE LIMITED TO THE SHORTER OF (A) 90 DAYS FROM THE DATE OF YOUR FIRST PARTICIPATION IN THE COVID-19 PROGRAM, AND (B) THE SHORTEST PERIOD PERMITTED BY THOSE LAWS AND REGULATIONS.

(c) WE AND OUR AFFILIATED ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF, OR PARTICIPATION IN THE COVID-19 PROGRAM WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

(d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AND CUMULATIVE LIABILITY OVER THE LIFE OF THIS COVID-19 PROGRAM AGREEMENT, TOGETHER WITH THE TOTAL AND CUMULATIVE LIABILITY OF OUR AFFILIATED ENTITIES OVER THE LIFE OF THIS COVID-19 PROGRAM AGREEMENT, FOR ALL CLAIMS, BREACHES AND ALL OTHER LIABILITIES ARISING OUT OF OR OTHERWISE RELATING TO THIS COVID-19 PROGRAM AGREEMENT, TO YOU AND TO ALL OTHER PARTIES DIRECTLY OR INDIRECTLY AFFILIATED WITH YOU OR WITH THE RESPECTIVE CLAIMS SHALL BE LIMITED AT EACH POINT IN TIME TO THE NET AMOUNT THAT WE RECEIVED FROM YOU FOR THE COVID-19 PROGRAM DURING THE SIX (6) MONTHS PRIOR TO SUCH POINT IN TIME, OR IF WE DID NOT RECEIVE ANY SUCH AMOUNT, TO TEN US DOLLARS (US $10).  EXCEPT TO THE EXTENT THAT THE FOLLOWING DISCLAIMERS ARE NOT PERMITTED UNDER APPLICABLE LAW, WE AND OUR AFFILIATED ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; AND (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, DATA CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF PROFITS OR INVESTMENT. 

(e) THE ABOVE LIMITATIONS AND DISCLAIMERS IN SECTIONS 1 a., b., c., AND d. OF THIS ATTACHMENT A APPLY EVEN IF WE AND OUR AFFILIATED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LIABILITIES, BREACHES OR DAMAGES.  THIS COVID-19 PROGRAM AGREEMENT SETS FORTH OUR ENTIRE LIABILITY, AND THE ENTIRE LIABILITY OF OUR AFFILIATED ENTITIES, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE COVID-19 PROGRAM AND THIS COVID-19 PROGRAM AGREEMENT.

2.       Termination and Suspension. 

(a) We may, in our sole discretion and without notice, restrict, deny, terminate this COVID-19 Program Agreement, or suspend any or all of the COVID-19 Program and/or any or all of your accounts, effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of our products, technology and systems, to comply with our policies or applicable laws and regulations, if you fail to comply with this COVID-19 Program Agreement, if you no longer agree to receive electronic communications, if you notify us of your decision to terminate this COVID-19 Program Agreement, or if you request us to close any of your accounts or delete your data in our possession.

(b) Upon termination of this COVID-19 Program Agreement, or upon suspension or termination of your accounts, you must immediately stop using and participating in the COVID-19 Program.  Any termination of this COVID-19 Program Agreement will not affect our rights.  We may also terminate a free or trial account at any time. 

3.       Disputes and Applicable Law..

(a) CALIFORNIA STATE LAW GOVERNS THIS COVID-19 PROGRAM AGREEMENT WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

(b) ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE COVID-19 PROGRAM OR THIS COVID-19 PROGRAM AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT. The Federal Arbitration Act governs the interpretation and enforcement of this provision, and the arbitrator shall apply California law to all other matters.  Notwithstanding anything to the contrary, we may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.  WE AND YOU AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND US ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY.  IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS.  YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. 

(c) To begin an arbitration proceeding under this COVID-19 Program Agreement, send a letter requesting arbitration and describing your claim to us at the main address posted on our main website.  Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org.  Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA’s rules, but if you are unable to pay any of them, we will pay them for you (but not your legal fees (if any), which you must pay as part of your arbitration proceedings).  You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.  The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. 

(d) This Section 3 of this Attachment A will survive any expiration, termination or rescission of this COVID-19 Program Agreement.

(e) You acknowledge and agree that we would not provide to you the COVID-19 Program on the terms and in the form offered to you under this COVID-19 Program Agreement if you had not agreed to the applicable law, arbitration and waiver of class action rights above in this Section 3.

4.       Other Terms.

(a) This COVID-19 Program Agreement (together with the Agreement and the Privacy Policy) is the entire agreement between you and us with respect to your access to the COVID-19 Program, and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.  The foregoing does not apply, however, to the extent that we have separately entered into any other written agreement with you that expressly supersedes this COVID-19 Program Agreement, in which case the other written agreement will prevail over this COVID-19 Program Agreement with respect to the products and services to which such other written agreement applies.

(b) If any court of law, having the jurisdiction, rules that any part of this COVID-19 Program Agreement is invalid, that section will be removed without affecting the remainder of the COVID-19 Program Agreement. The remaining terms will be valid and enforceable.

(c) The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

(d) You cannot assign or transfer ownership of this COVID-19 Program Agreement to anyone without our written approval, except to the extent that you are an entity and all or substantially all of your stock, assets or business are acquired by another entity, in which case you may assign this COVID-19 Program Agreement to that entity provided that you give us notice within thirty (30) days after that acquisition.  We may assign or transfer this COVID-19 Program Agreement at any time, in whole or in part, without notice to you, to any party.