Terms of Use

Effective date:  April 1, 2025

The following Terms of Use (the “Terms”) constitute a binding legal agreement between you and CareDx, Inc., and its affiliates and subsidiaries (collectively, “CareDx”, “us” “we,” or “our”). These Terms govern your access and use of the website, www.CareDx.com, and any website operated by or on behalf of CareDx that links to these Terms (collectively, the “CareDx Website”).

These Terms apply to any person who accesses or uses any portion of the CareDx Website (“you,” your”, or “user”). Please note that the CareDx Website may not be fully compatible with all devices, and you are responsible for obtaining access to the Internet and the equipment necessary to use the CareDx Website, including any service fees or equipment costs associated with such access.

By accessing or using the CareDx Website, you represent and warrant that you are at least 18 years of age, are able to form legally binding agreements under applicable law, and you expressly agree to comply with and be bound by these Terms. If you have been authorized to and are helping another user access or visit the CareDx Website, then these Terms constitute a legally binding agreement between each user, the helper and the person being helped (respectively), and CareDx.  If you (i) do not agree with these Terms or (ii) are not at least 18 years of age or otherwise able to form a legally binding agreement, you are not authorized to access or use the CareDx Website.

CareDx may revise or update these Terms, at its sole discretion and at any time, without prior notice to you. The most recent effective date of these Terms is listed at the top of this page. Please periodically review these Terms. You agree that your continued use of the CareDx Website after updated Terms are posted constitutes your acceptance of the updated Terms.

IMPORTANT NOTICES:

• THESE 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 BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND NOT AS A PART OF ANY CLASS OR REPRESENTATIVE ACTION.
• ALL CONTENT IS PROVIDED AS-IS AND INTENDED FOR PERSONAL AND INFORMATIONAL USES ONLY.
• THE CAREDX WEBSITE IS NOT AN ATTEMPT TO PRACTICE MEDICINE OR PROVIDE SPECIFIC MEDICAL ADVICE, NOR DOES THE USE OF THE CAREDX WEBSITE CONSTITUTE THE PROVISION OF TREATMENT 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.

The CareDx Website provides general company and product information to you for informational purposes only. We make reasonable efforts to ensure that the information on the CareDx Website is accurate and complete, but make no representations or warranties regarding the accuracy, reliability, availability, effectiveness, or correct use such information. Your reliance on information available on or through the CareDx Website is entirely at your own risk and your use of such information should not replace your good judgment and common sense.

The CareDx Website is not intended to be, and is not, a substitute for professional medical advice, diagnosis or treatment, nor does your access or use of the CareDx Website create any doctor-patient relationship between CareDx and you or any other individual. The CareDx Website should not be considered a replacement for consultation with a qualified healthcare professional. In particular, you should not rely on the content contained herein for diagnosing a health problem or disease. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding our products or any medical condition you or your family or other dependents might have. Never disregard professional medical advice or delay in seeking it because of something you have read on the CareDx Website.

We and our partners and affiliates may need or want to send you certain communications, such as 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 electronically, for example, 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 via the channels 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 via the channels provided under the “Contact Us” section at the end of these Terms. In certain circumstances, we may seek to obtain additional, separate consents from you for communications we send you.

You may also consent to receiving marketing messages from CareDx via the CareDx Website, such as by signing up for our newsletter. You may unsubscribe from such messages by following the instructions in the communications received or contacting us via the channels provided under the “Contact Us” section at the end of these Terms.

If you opt in to receive SMS text messages, CareDx may send you communications via text message, including, for example, medication reminders and other information to support your use of the CareDx Website. If you would like to use this option, you must provide CareDx with your cellular phone number and verify that number using a code provided by CareDx. After opting in to receive SMS text messages, subject to the terms and conditions of your mobile carrier, you will receive text messages sent to your mobile phone. CareDx does not have a separate charge for this service; however, message and data rates may apply from your mobile carrier. By providing your consent to receive SMS text messages in connection with the CareDx Website, you approve any such charges from your mobile carrier. CareDx reserves the right to terminate sending SMS text messages, in whole or in part, at any time without notice. The information in any message may be subject to certain time lags and/or delays. By providing your consent to receive text messages, you approve any such charges from your mobile carrier. To stop receiving text messages, text STOP, STOP ALL, END, QUIT, CANCEL, or UNSUBSCRIBE to the number from which you received the text message. If you have any questions or need help, reply to received text messages with SUPPORT. If you change your telephone number, you agree to promptly notify CareDx.

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.

We have invested a significant amount of time, effort, and resources in the creation of the CareDx Website, which is protected by U.S. and international copyright and intellectual property laws. You understand and agree that CareDx and/or its licensors retain all right, title, and interest in the CareDx Website (including all copyrights, patents, service marks, trademarks and other intellectual property rights) and to all content, including without limitation, any and all medical and product information, text, data, graphics, images, sound, products, programs and other information provided on or to the CareDx Website, whether by CareDx or users and whether in print, machine-readable, visual or audible form (altogether, “CareDx Content”).

You should assume that everything on the CareDx Website is copyrighted, unless otherwise noted, and may not be used, except as provided in these Terms. We neither warrant nor represent that your use of materials displayed on the CareDx Website will not infringe rights of third parties. Additionally, all trademarks, logos, designs, slogans, product names appearing on the CareDx Website belong to CareDx or its licensors or joint venture partners, unless otherwise noted. If you wish to obtain permission to reprint or reproduce any materials appearing on the CareDx Website other than as permitted above, you may contact us at customercare@caredx.com so we may consider your request. All rights not expressly granted herein are hereby reserved.

Subject to your full compliance with these Terms in CareDx’s sole discretion, CareDx hereby grants you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable license to access and use the CareDx Website and the CareDx Content solely for your personal, non-commercial use.

Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the CareDx Website:

1. using the CareDx Website for any unlawful purposes or for promotion of illegal activities;
2. using the CareDx Website for the purpose of spamming anyone;
3. using the CareDx Website in any manner that could damage, disable, overburden, or impair the CareDx Website or any user of the CareDx Website, or interfere with any other party’s use of the CareDx Website, or interfere with or damage any third-party sites or system;
4. accessing or tampering with non-public areas of the CareDx Website or CareDx’s computer systems or those of its service providers;
5. probing, scanning, or testing 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 CareDx Website, including for purposes of revealing information, including but not limited to personal or health information, other than your own information as provided for or by the CareDx Website;
6. using any automated system, including but not limited to robots, spiders, offline readers, or scrapers to access the CareDx Website for any purpose without CareDx’s prior written approval; provided, however, that public search engines may use spiders or robots to copy materials from the CareDx Website for the sole purpose of creating publicly-available, searchable indices of the materials (but not caches or archives of any such material, and CareDx reserves the right to revoke these exceptions either generally or in specific cases);
7. forging any TCP/IP packet header or any part of the header information in any email or posting, or in any way using the CareDx Website to send altered, deceptive or false source-identifying information;
8. interfering with or disrupting (or attempting to interfere or disrupt) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the CareDx Website, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the CareDx Website.

CareDx is not obligated to monitor access or use of the CareDx Website but we have the right to do so to operate the CareDx Website, ensure compliance with these Terms, protect security, improve and enhance the CareDx website and our products and services, and to comply with applicable law or other legal requirements, and you consent to the foregoing.

We may for any reason, in our sole discretion and without notifying you, change or discontinue, temporarily or permanently, any feature or component of the CareDx Website or restrict or bar your access or use of the CareDx Website, at any time without notice. Grounds for such action may include any violation of these Terms, fraudulent, harassing or abusive behavior, or behavior that is harmful to other users, third parties, or CareDx or our business interests.

Notwithstanding anything contained in the foregoing paragraph, additional terms may apply to your access and use of certain CareDx Content or password-protected areas of the CareDx Website. We will notify you of any additional terms that may apply to your use of any CareDx Content, prior to your use of such CareDx Content. You agree to comply with such terms and conditions with respect to your use of such CareDx Content.

The CareDx Website may contain forward-looking statements, including statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties that may cause actual results to differ from those foreseen. The inclusion of forward-looking statements should not be regarded as a representation by CareDx that any of its plans will be achieved. Actual results may vary materially from those set forth within the CareDx Website due to the risks and uncertainties inherent in CareDx’s business including, without limitation, statements about: the progress and timing of our clinical trials; difficulties or delays in development, testing, obtaining regulatory or reimbursement approval, producing and marketing our products and services; unexpected adverse side effects or inadequate therapeutic efficacy of our products and services that could delay or prevent product development or commercialization, or that could result in recalls or product liability claims; the scope and validity of patent protection for our products and services; and our ability to obtain additional financing to support our operations. All forward-looking statements are qualified in their entirety by this cautionary statement and CareDx undertakes no obligation to revise or update any forward-looking statements on the CareDx Website to reflect new information, future events, or other circumstances.

By accessing or using the CareDx Website, you consent to our collection, use, disclosure of your personally identifiable information in accordance with our Privacy Notice, which is hereby incorporated into these Terms by reference. By submitting any information, including your personally identifiable information, to us through the CareDx Website, you hereby represent and warrant that (i) all such information is accurate and complete and (ii) you have the legal authority to disclose such information. Please review CareDx’s Privacy Notice before submitting any personally identifiably information to CareDx through the CareDx Website.

Please note, however, our Privacy Notice does not explain how we treat Protected Health Information (“PHI”). If you have any questions regarding CareDx’s use and disclosure of PHI or the rights you may have with respect to your PHI that CareDx may collect or access in connection with your use of the CareDx Website or otherwise, 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.

CareDx will treat any suggestions, questions, comments, data, materials or the like, other than personally identifiable information and PHI sent to CareDx (collectively, the “Feedback”) as non-confidential and non-proprietary information. By providing Feedback to CareDx, you represent and warrant that you have the legal right to provide such Feedback and that it will not infringe, misappropriate, or otherwise violate any third-party rights. You are solely responsible for all Feedback that you upload, post, or otherwise transmit to CareDx. CareDx shall have no obligation of any kind to you or a third party with respect to such Feedback. You agree that CareDx shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute such Feedback to others without limitation and without payment of any consideration to you or any third party. You further agree that, although CareDx shall have no obligation to do so, CareDx shall be free to use and exploit in any manner any ideas, concepts, know-how or techniques contained in such Feedback for any purpose without your or a third party’s consent, including but not limited to developing, manufacturing and marketing its products and services.

You agree to indemnify and hold harmless CareDx and its directors, officers, employees, agents, attorneys, and sub-licensees and its and their respective successors and assigns from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation reasonable attorneys’ fees relating to or arising out or resulting from: (i) your access to or use of the CareDx Website and the CareDx Content thereon or your use or disclosure of, or your authorization for CareDx to disclose any, data or content thereon; (ii) your breach or alleged breach of these Terms; or (iii) your violation of any law or the rights of a third-party. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

CAREDX, ITS DIRECTORS, OFFICERS, AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CAREDX WEBSITE. YOU ACKNOWLEDGE THAT THE FUNCTIONALITY PROVIDED BY, AND THE CAREDX CONTENT LOCATED ON, THE CAREDX WEBSITE ARE PROVIDED “AS IS”, “AS-AVAILABLE” AND “WITH ALL FAULTS.” YOUR ACCESS AND USE OF THE CAREDX WEBSITE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAREDX, ITS DIRECTORS, OFFICERS, AND EMPLOYEES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAREDX DOES NOT WARRANT THAT THE CAREDX WEBSITE OR CAREDX CONTENT WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAREDX WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR PROTECTING YOURSELF BY USING ANTI-VIRUS PROGRAMS AND FIREWALLS. INFORMATION CONTAINED ON THE CAREDX WEBSITE MAY BE INCOMPLETE, OUTDATED, INACCURATE OR CONTAIN TYPOGRAPHICAL OR OTHER ERRORS. CAREDX DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE MATERIAL ON THE CAREDX WEBSITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR CURRENCY. WE DO NOT WARRANT THAT ANY DESCRIPTION PROVIDED THROUGH THE CAREDX WEBSITE REGARDING MEDICATIONS OR OTHERWISE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, SAFE OR ERROR-FREE. NO COMMUNICATION, INFORMATION OR ADVICE GIVEN BY US OR ANY REPRESENTATIVE OF OURS, WHETHER WRITTEN OR ORAL, SHALL CREATE ANY WARRANTY. IF YOU CHOOSE TO RELY ON SUCH INFORMATION, YOU DO SO SOLELY AT YOUR OWN RISK. CAREDX MAKES NO WARRANTIES REGARDING ANY THIRD-PARTY CONTENT, APPLICATIONS, PROGRAMS, OR DATA ON OR AVAILABLE THROUGH THE CAREDX WEBSITE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS DISCLAIMER AND LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. NO AGENT OR REPRESENTATIVE OF CAREDX HAS THE AUTHORITY TO CREATE ANY WARRANTY REGARDING THE CAREDX WEBSITE OR CAREDX CONTENT ON BEHALF OF CAREDX THAT IS INCONSISTENT WITH THESE TERMS. CAREDX RESERVES THE RIGHT TO CHANGE OR DISCONTINUE AT ANY TIME ANY ASPECT OR FEATURE OF THE CAREDX WEBSITE.

YOUR ACCESS AND USE OF THE CAREDX WEBSITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CAREDX OR ANY OF ITS DIRECTORS, OFFICERS AND EMPLOYEES, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, LOST PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA, LOSS OF SERVICES, NEGLIGENCE, PERSONAL INJURY (INCLUDING DEATH) OR DAMAGES TO YOU OR YOUR HARDWARE OR SOFTWARE, EVEN IF CAREDX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE CAREDX WEBSITE OR YOUR RELIANCE ON THE CAREDX CONTENT, ANY FAILURE OR DELAY IN, OR ANY INABILITY TO USE THE CAREDX WEBSITE, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY. YOU SPECIFICALLY AGREE THAT NONE OF (I) CAREDX (II) ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, LICENSORS, SUPPLIERS, CONTRACTORS, SUBCONTRACTORS, OR INFORMATION PROVIDERS, OR ANY OF ITS OR 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 CAREDX WEBSITE. SHOULD THIS PROVISION OR ANY PORTION THEREOF BE UNENFORCEABLE, THE PARTIES AGREE THAT LIABILITY OF CAREDX AND ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THEIR SUCCESSORS AND ASSIGNS, IS CAPPED AT THE AMOUNT USER HAS PAID FOR THE USE OF THE CAREDX WEBSITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU IF YOU RESIDE IN SUCH A JURISDICTION. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE CAREDX WEBSITE OR ANY CAREDX CONTENT (INCLUDING, WITHOUT LIMITATION, ANY PRODUCT OR SERVICE) MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. YOU AND CAREDX 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 your agreement to these Terms 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 CareDx as follows:

• Admissibility of Terms. CareDx’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 CareDx. 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. Except for intellectual property and small claims court claims, the party pursuing the dispute or claim must first give the other party an opportunity to resolve the dispute or claim by sending an individual, written description of the claim that describes in detail the individual damages that the party claims to have suffered (the “Notice of Claim”). You must send your Notice of Claim to CareDx at legal@caredx.com and:CareDx, Inc.
  Attn: Legal Department
  Marina Blvd
  Brisbane, CA 94005, USA.
  Upon receipt of the Notice of Claim, the receiving party shall engage with the notifying party, and both parties agree to use their best efforts to settle any such dispute, claim, question, or disagreement directly through consultation with the other party, and in good faith for a period of at least sixty (60) days (the “Good Faith Negotiations”).

  Such Notice of Claim and Good Faith Negotiations shall be conditions precedent to either party initiating a lawsuit or arbitration. The parties agree that any dispute as to whether these conditions precedent have been satisfied will be decided in court and not by the arbitrator.

• Binding Arbitration. If the parties do not reach an agreed-upon solution after at least sixty (60) days from the time the Good Faith Negotiations are initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve such claims, subject to the terms set forth herein. Specifically, all claims arising out of or relating to these Terms or the Privacy Notice, the parties’ relationship with each other, and/or your use of the CareDx Website shall be finally settled by binding arbitration administered by JAMS in accordance with (i) the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000; (ii) the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000; and (iii) the JAMS Mass Arbitration Procedures and Guidelines that (for (i), (ii) and (iii)) are in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The applicable JAMS rules can be found at https://www.jamsadr.com/. 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, or enforceability of these Terms or the Privacy Notice, including but not limited to any claim that all or any part of these Terms or Privacy Notice 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 on an individual basis. 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 CAREDX UNDERSTAND THAT, ABSENT THIS MANDATORY ARBITRATION PROVISION, EACH PARTY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. YOU AND CAREDX 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 CareDx Attn: Legal Department, 8000 Marina Blvd., Brisbane, CA 94005, USA and with a mandatory copy to legal@caredx.com.
• Arbitration Fees. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, CareDx will pay the additional cost. If the arbitrator finds the arbitration filed by you to be non-frivolous, CareDx 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. Notwithstanding the foregoing, if the arbitrator decides that any claim asserted in the arbitration demand is frivolous, the arbitrator may award the defending party any attorney’s fees and any filing, administration, and arbitrator fees incurred.
• 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 San Mateo county, California and you and CareDx agree to submit to the personal jurisdiction of any federal or state court in San Mateo County, California 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 CAREDX 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 agreement and class action waiver will not apply to that claim, but they will still apply to any and all other claims that the parties may assert in that or any other action. If any provision of this Section is found unenforceable, the other parts of it shall continue to apply.
• 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 legal@caredx.com 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 CareDx Website; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, CareDx also will not be bound by them.
• Changes to This Section. We will provide notice of any changes to this section by posting them on this page. Amendments will become effective thirty (30) days after such notice is provided, and The corresponding changes to this section will apply only to claims arising after the such amendments because effective. 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 “Dispute Resolution” section under these Terms then in effect immediately after you began using the CareDx Website.
• Survival: This “Arbitration and Class Action Waiver” section shall survive any termination of your access or use of the CareDx Website.

• Assignment. You may not assign or otherwise transfer in any way any of the rights and obligations arising out of these Terms without the prior written consent of CareDx. CareDx may assign these Terms in whole or in part at any time with or without notice to you.
• Choice of Law. The Terms shall be governed by the laws of the State of California as such laws are applied to contracts executed in and to be performed entirely within California by California residents. This means that California law will be applied to the interpretation of these Terms even for non-California residents. You agree that these Terms are governed by and will be construed in all respects under the laws of California, exclusive of its choice of law or conflicts of law provisions. To the extent the arbitration agreement set forth in Section N is held unenforceable by a court of competent jurisdiction, you and CareDx agree that in any claim or action directly or indirectly arising under these Terms or related to the CareDx Website, User irrevocably agrees to submit to the exclusive personal jurisdiction of the state or federal courts located in or serving San Mateo County, California. You waive any jurisdictional, venue, or inconvenient forum objections to such court.
• Severability. 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. Any clause deemed invalid or unenforceable shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions.
• Void Where Prohibited. We make no representation that the CareDx Website or CareDx Content is appropriate or available for use in locations outside of the United States and accessing the CareDx Website is prohibited from territories where such access is illegal. If you visit the CareDx Website or contact us from outside of the United States, please be advised that: (i) 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 (ii) that by using the CareDx Website or submitting information, you explicitly authorize its processing in the United States and subsequent transfers outside the United States in accordance with our Privacy Notice.
• Entire Agreement; Amendments. Except as otherwise stated herein, these Terms constitute the entire agreement between you and CareDx relating to the access and use of the CareDx Website, and these Terms supersede and replace any and all prior oral or written understandings or agreements between CareDx and you regarding the CareDx Website and CareDx Content. You may not modify these Terms. Anything contained on the CareDx Website or CareDx Content that is inconsistent with or conflicting with the terms of this agreement is superseded by these Terms.
• Waiver. No failure to act, or waiver, of any of the provisions of these Terms of Use shall be deemed or shall constitute a waiver of any other provision of these Terms, whether or not similar, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

If you have any questions about the foregoing, please contact CareDx at the following e-mail address: customercare@caredx.com.

COMPLIANCE-005 Revision 2