Physician order form
FOR PHYSICIAN USE ONLY
Reason for testing: Genomic Screening
Test being ordered: descendantsDNA whole genome sequencing
Type of Specimen: Saliva
Collection date: 12/03/2024
Physician Notes: <fill with any physician notes>
Membership agreement
FOR PATIENT USE ONLY
This Membership Agreement (“Agreement” or “Terms“) is by and between descendantsDNA, Inc., a Nevada corporation (“dDNA”) and the undersigned member (the “Member”). This Agreement is effective as of 12/03/2024 (“Effective Date”) and constitutes the terms and conditions that govern the terms by which Member may participate in dDNA’s membership program. This Agreement constitutes the entire agreement between dDNA and Member.
1. Membership Program. dDNA shall provide the following services to Member (the “Services”):
(a) Genome sequencing for each Member (“Sequencing”) and retention and storage of the information for at least ten (10) years to track potential health risks identified by Sequencing;
(b) Proprietary report (the “Report”) which interprets the results of the Sequencing and is intended to provide actionable, non-actionable, and patient specific health information. The Report will address genetic mutations related to cardiology and oncology and will address medication response and nutrition. Updates to the Report will be provided as new information is discovered and additional disease panels are added;
(c) Access to an online library of materials regarding genetic disorders and diseases as new information is discovered by dDNA;
(d) Access to physicians with genetics training (the “Fellows”) who can coordinate interpretation of laboratory results for the Members and provide genetic counseling to the Member; and
(e) Access to general genetic counseling services.
2. Member’s Obligations. Member shall:
(a) Cooperate with dDNA in all matters relating to the Services;
(b) Respond promptly to any dDNA requests to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for dDNA to perform Services in accordance with the requirements of this Agreement;
(c) Provide such Member materials or information as dDNA may request to carry out the Services in a timely manner and ensure that such Member materials or information are complete and accurate in all material respects;
(d) Provide a medical history, including Member’s prior and current health issues and medications;
(e) Execute the HIPAA authorization attached hereto as Exhibit A; and
(f) Execute a consent to genetic testing to be provided along with your testing materials;
(g) Agrees that information Member provides in relation to membership (“Account Information”) will always be accurate and up-to-date. It is Member’s responsibility to keep his/her account password and/or other log-in credentials related to Member’s Account Information confidential at all times. Member is solely responsible to dDNA for all activity that occurs via Member’s account. If Member becomes aware of any unauthorized use of Member’s account or Account Information, or any other breach of security, Member agrees to notify dDNA at the company support number and email address located on dDNA’s website. dDNA may require Member to change Member’s Account Information or certain parts of Member’s Account Information, at any time and for any reason. Unless dDNA expressly allows Member to create and manage multiple dDNA IDs. Member must provide true, accurate, current and complete information and may not misrepresent any information;
(h) Member agrees he/she may be subject to additional terms and conditions that may apply when using affiliated or other third party services in connection with the Site (if applicable), third-party content or third-party software; and
(i) Member agrees to adhere to the below code of conduct, while using the dDNA site (“Site”) and/or Services, and Member agrees not to:
i. restrict or inhibit any other visitor or Member from using the Services, including, without limitation, by means of “hacking” or defacing any portion of the Site;
ii. use the Site and/or Services for any unlawful purpose, or post any information which infringes any third-party’s intellectual property rights or privacy policy;
iii. express or imply that any statements that Member makes are endorsed by dDNA;
iv. modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site or the Services;
v. remove any copyright, trademark, or other proprietary rights notices contained on the Site or the Services;
vi. “frame” or “mirror” any part of the Site or the Services without our prior written authorization;
vii. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;
viii. harvest or collect information about Site visitors or Members without their express consent;
ix. transmit:
a. any material, non-public information about companies without the authorization to do so;
b. any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights;
c. any trade secret of any third party;
d. any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
e. any job posting involving any franchise, club membership, distributorship or sales representative agency arrangement or other business opportunity;
f. any software or other materials that contain any virus, worm, time bomb, trojan horse, or other harmful or disruptive component; and/or
g. Membership Fee. As consideration for the Services dDNA shall provide and the rights granted to Member under this Agreement, Member shall pay dDNA $3100 upon execution of this Agreement.
3. Annual Fee. Member shall: After the first year of membership, the Member may continue the membership for additional years by paying an annual membership fee of $500, which may be adjusted by dDNA in its sole and exclusive discretion.
4. Links. dDNA’s Services or its website may contain links to third party websites or resources. Member acknowledges and agrees that dDNA is not responsible or liable for the availability or accuracy of such websites or resources or the content, products or services on or available therefrom. Links to such websites and resources do not imply any endorsement by dDNA thereof or of the content, products or services thereon. Member acknowledges sole responsibility for and assumes all risk arising from use of any such websites or resources.
5. Service Modifications and Third Parties. dDNA reserves the right, in its sole discretion, at any time to modify, augment, limit, suspend, discontinue or terminate its website or services without advance notice, unless otherwise expressly stated by dDNA in writing. All modifications and additions to dDNA’s website or services shall be governed by this Agreement, unless otherwise expressly stated by dDNA in writing. In addition, Member expressly acknowledges and agrees that dDNA may utilizes third parties to provide information related the Sequencing, the Report, or any other services or items contemplated by this Agreement.
6. Taxes. Member shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Member hereunder.
7. Email Communication. Member understands that email is not a secure medium for sending and/or receiving sensitive protected health information. dDNA strongly advises against using unencrypted email for the purpose of directing questions to dDNA regarding your health information. If you send email communications to and receive email responses from us outside of the methods and contact information provided on dDNA’s corporate website, you must be aware that the confidentiality of such email communications cannot be assured or guaranteed. Member should also remember that email is not a suitable medium for urgent or time-sensitive communications. In the event a communication is time-sensitive, Member must communicate with through the website’s chat interface or by phone number on descendantsdna.com. By signing this Agreement, Member acknowledges that he/she understands these important issues.
8. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Member under this Agreement or prepared by or on behalf of dDNA in the course of performing the Services, including, but not limited to, any de-identified genetic information, shall be owned exclusively by dDNA. Unless otherwise specifically provided herein, this Agreement does not permit Member and/or any third party (directly or indirectly, in whole or in part) to: (a) reverse engineer or attempt to derive the source code from or create derivative works of the Services, or any portion thereof; (b) use the Services in a greater capacity than identified in this Agreement or as intended by dDNA; (c) sublicense the right to use or access the Services, in any manner, (d) access, use, or copy any portion of the Services to directly or indirectly develop, promote or support any product or service that is competitive with the Services, (e) lease, rent or commercially share or otherwise use the Services for purposes of providing a service bureau or providing third party hosting, application service provider type services; (f) remove any identification, patent, trademark, copyright, or other notice from the Services; (g) interfere with or disrupt the integrity or performance of the Services or data contained therein; (h) attempt to gain unauthorized access to the Services, including access to data of other dDNA Members; (i) disclose or publish, without dDNA’s express prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Services; or (j) use the Services in connection with any activity which may result in tangible or intangible property damage, or death of or serious body injury to any person.
9. Confidential Information.
(a) All non-public, confidential or proprietary information of dDNA, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to Members, pricing, and marketing (collectively, “Confidential Information“), disclosed by dDNA to Member, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Member without the prior written consent of dDNA. Confidential Information does not include information that is:
i. in the public domain;
ii. known to Member at the time of disclosure; or
iii. rightfully obtained by Member on a non-confidential basis from a third party.
(b) Member agrees to use the Confidential Information only to make use of any services and deliverables.
(c) dDNA shall be entitled to injunctive relief for any violation of this Section.
10. Representation and Warranty.
(a) dDNA represents and warrants to Member that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. dDNA does not represent or warrant that the Sequencing or Report will be exhaustive or without errors for assessing genetic risk factors or able to identify environmental or other non-genetic risks
(b) dDNA shall not be liable for a breach of the warranty set forth in Section 11(a) unless Member gives written notice of the defective Services, reasonably described, to dDNA within 10 days of the time when Member discovers or ought to have discovered that the Services were defective.
(c) Subject to Section 11(b), dDNA shall, in its sole discretion, either:
i. repair or re-perform such Services; or
ii. credit or refund all or part of the Membership Fee, as outlined in Section 3.
(d) The remedies set forth in section 11(c) shall be the member’s sole and exclusive remedy and ddna’s entire liability for any breach of the limited warranty set forth in section 8(a).
11. Disclaimer of Warranties. Except for the warranty set forth in section 11(a) above, ddna makes no warranty whatsoever with respect to the services, including any (a) warranty of merchantability; or (b) warranty of fitness for a particular purpose; or (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
12. Limitation of Liability.
(a) In no event shall ddna be liable to member or to any third party for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not ddna has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
(b) In no event shall ddna’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the aggregate amounts paid or payable to ddna by member pursuant to this agreement.
13. Medical Disclaimer:
(a) dDNA is not a licensed medical care provider or health insurance carrier and does not practice medicine or dispense medical or health-related advice.
(b) None of the services are intended to replace professional medical advice or diagnose, treat or manage any illness or medical condition. Please consult with a licensed physician and/or other qualified healthcare provider before making any decisions or taking any actions that may affect your health and safety. Ddna’s services are not intended to constitute (I) the practice of medicine or the provision of healthcare diagnosis or treatment, (ii) the creation of a physician-patient relationship, or (iii) an endorsement, recommendation, or sponsorship of any product or service. The determination of need for medical services and the types of healthcare to provide a patient are decisions that should be made only by a licensed healthcare provider.
14. Privacy Policy. You agree to dDNA’s privacy policy (available at https://descendantsdna.com/privacy)(“Privacy Policy”) which is incorporated by reference into this Agreement as if it were set forth herein in its entirety. This Privacy Policy explains how dDNA treats your personal information when you access the dDNA and/or use the Services.
15. Termination and Effects of Termination. Either dDNA or Member may terminate this Agreement without cause or effect by providing at least thirty (30) days’ prior written notice to the other party.
(a) Without limiting other remedies, dDNA may immediately terminate or suspend Member’s access to the dDNA website and remove any material from the website or dDNA’s servers, in the event that Member breaches this Agreement. Notwithstanding the foregoing, dDNA also reserves the right to terminate, limit or suspend Member’s access to or use of the dDNA website or its services at any time and for any reason or no reason.
(b) Member may request that any of his/her genetic materials or Sequencing stored by dDNA be destroyed in accordance with the Withdrawal of Consent for Genetic Storage
(c) After any termination of this Agreement, Member understands and acknowledges that dDNA will have no further obligation to provide services to Member or access to the dDNA website nor any obligation to refund, return or credit any amounts paid or payable by Member to dDNA. Upon termination, all licenses and other rights granted to Member by this Agreement will immediately cease. dDNA is not liable to Member or any third party for termination of the dDNA services or termination of Member’s use of the services or website. UPON ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT, ANY INFORMATION (INCLUDING ANY REPORTS OR SEQUENCING) THAT MEMBER HAS SUBMITTED, POSTED, UPLOADED OR OTHERWISE MADE AVAILABLE TO dDNA OR THAT WHICH IS RELATED TO MEMBER’s ACCOUNT MAY NO LONGER BE ACCESSED BY MEMBER. Furthermore, except as may be required by applicable law, dDNA will have no obligation to store or maintain (or delete or destroy) any Reports or Sequencing or other information stored in its database related to Member’s account or to forward any information to Member or any third party.
(d) Any suspension, termination or cancellation will not affect Member’s obligations to dDNA under this Agreement (including but not limited to, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
16. Waiver. No waiver by dDNA of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by dDNA. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
17. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party“) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemic or federal public health emergency, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (h) other similar events beyond the control of the Impacted Party. The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon thirty (30) days’ written notice.
18. No Health Insurance. dDNA does not accept health insurance. Member acknowledges that he/she will not bill an insurance provider for any of the Services. dDNA reserves the right to immediately terminate this Agreement in the event Member attempts to bill a third party health insurance provider for any Services provided pursuant to this Agreement.
19. Assignment. Member shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of dDNA. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Member of any of its obligations under this Agreement. dDNA may assign its obligations under this Agreement to another entity as determined in dDNA’s sole and exclusive discretion.
20. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
21. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.
22. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Houston and County of Harris, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
23. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on dDNA’s website, found here: descendantsdna.com, or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
24. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
25. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality and Survival.
26. Amendment and Modification. Member may amend this Agreement only if documented in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party. dDNA may also modify or amend this Agreement in its sole discretion without advance notice by posting the modifications or amended Agreement on its website. All modified terms and conditions will be effective after they are posted on the website (unless a longer notice period is required by applicable law). If any modified terms and conditions are not acceptable to Member, the sole remedy is to cease using the website and dDNA’s Services, and if applicable, cancel the underlying membership. By continuing to access or use the dDNA website or use dDNA’s Services after dDNA makes any such revision, Member agrees to be bound by the revised Agreement.
EXHIBIT A
HIPAA Authorization to Use and Disclose Protected Health Information
1. I hereby authorize descendantsDNA, Inc. (“dDNA”) or any of its affiliates to use the protected health information about me described below (“PHI“) and/or to disclose my deidentified data to third-party entities, including but not limited to those advancing genetic research.
2. The PHI and data deidentified in accordance with Section 164.514(a) of the HIPAA Privacy Rule may be used and/or disclosed for the purposes of researching links between the human genome and diseases and/or medical disorders.
3. This authorization shall remain in effect unless and until I make a written request to cancel this authorization.
4. I understand that, as set forth in the notice of privacy practices, I have the right to revoke this authorization, in writing, at any time, except to the extent that dDNA has acted in reliance upon it, by sending written notification to the addresses set forth on dDNA’s websitecom.
5. I understand that PHI used or disclosed pursuant to this authorization may be redisclosed by the recipient and its confidentiality may no longer be protected by federal or state law.
Informed consent
FOR PATIENT USE ONLY
Guided by principles of precision, prevention, and personalization, descendantsDNA, Inc. and its affiliated entities (“descendantsDNA”) strive to illuminate your unique genetic blueprint and give our genetic fellows the tools to provide tailored strategies for optimal health. To do this, descendantsDNA partners with third parties for research to improve its services and to contribute to scientific knowledge.
Securing and safeguarding your genetic data is one of descendantsDNA’s top priorities. To protect your privacy, descendantsDNA removes any personal identifiers, such as your date-of-birth, from your genetic data before sharing it with third parties. This type of data is called de-identified data. descendantsDNA may share your de-identified data for research purposes at a group level, which means that it groups your de-identified data with other Members’ de-identified data. Sharing de-identified data at a group level prevents third parties from being able to re-identify you.
The purpose of this informed consent document is to provide you with helpful information so that you can make an informed decision whether to participate.
Genetic Testing
How is genetic testing performed?
Testing is performed on a small sample of saliva. The ways in which we collect your sample may include, but are not limited to, a swab on the inside of your cheek.
What might I learn from genetic testing?
descendantsDNA seeks to determine if you are a carrier of a recessive genetic disease (e.g., cystic fibrosis) by performing a carrier screening test.
A goal of genetic testing is to attempt to determine if you have a genetic predisposition to certain diseases (e.g., breast and ovarian cancer).
descendantsDNA aims to give you some insight into nutrition and exercise programs that may help prevent a negative genetic predisposition.
Polygenic Risk Scores may give you insight about the your likelihood of developing certain diseases.
Your genetic data could help you learn about your overall health status.
What are the benefits of genetic testing?
You will have access to personalized genetic data.
descendantsDNA provides you and your physician with personalized genetic data that may be helpful in identifying early health risk-reducing medical interventions.
What are the risks of genetic testing?
Genetic testing may result in identifying a variant that is unrelated to the original reason for testing. Unanticipated findings are called “incidental findings.”
Genetic testing may also reveal information impacting family relationships (e.g., the person stated and believed to be the biological father is not, in fact, the biological father).
Genetic testing may also reveal that a family member is at risk for or a carrier of a genetic variant.
There is a potential for the misuse of genetic information, such as genetic discrimination by employers or insurers.
How will I learn about my genetic data?
descendantsDNA will provide you with clinical reports to you through your Family Portal.
Storage of Samples
What happens with the remaining portion of my sample?
Your sample and your health and genetic information (collectively, “data”) is protected health information that is subject to regulations about how it can be used or shared and how it must be protected.
Our CLIA-certified laboratory takes a portion of your sample for analysis. The remaining deidentified DNA is securely stored by descendantsDNA.
How does descendantsDNA protect my data?
descendantsDNA uses robust encryption methods to protect, secure, and limit the use of your data for limited purposes.
To protect your privacy, descendantsDNA also takes steps to deidentify your data by removing certain personal identifiers (e.g., name). Your identity is replaced by a code. descendantsDNA could use the code to link back to the individual where required and if necessary.
descendantsDNA may also anonymize your data, which means that personal identifiers are removed and there is no ability to link the data back to you.
descendantsDNA takes the steps necessary to deidentify or anonymize your data in accordance with applicable federal and state laws.
There is a small risk that someone could get access to your data without your permission in the event of a privacy breach.
How long does descendantsDNA store my sample and data?
descendantsDNA may retain your data and sample for as long as reasonably necessary for research purposes.
You may ask descendantsDNA to destroy your sample and data by contacting descendantsDNA at help@descendantsdna.com
Research
What type of information will descendants DNA share with other researchers or third parties?
descendantsDNA may share summaries of research results at a group level that does not identify any particular individual.
Recipients of your de-identified data and sample are prohibited from attempting to reidentify you.
Will I benefit from any research conducted with my sample?
It is unlikely that you will directly benefit from the research conducted with your data and sample. You and others may benefit from future advancements in medical treatment resulting from research conducted with your data and sample.
Can I withdraw my consent to research participation?
Once your genetic data is de-identified, you cannot withdraw your consent to research participation.
Data that has already been used or shared for research purposes cannot be withdrawn.
Will descendants DNA share my data or sample with other third parties?
descendantsDNA may share your deidentified data with third-party entities, including but not limited to those advancing genetic research.
In clicking “Agree” below, I acknowledge and confirm the following:
1. I have read this informed consent document or have had it read to me.
2. I understand the information in this informed consent document.
3. I have received a copy of this consent form and my questions have been answered satisfactorily.
4. I consent to genetic testing, the retention, use and sharing of my data and sample as described in this informed consent document.