1. Purpose / Overview /Other Applicable Terms

These Terms of Use (“Terms”), including the binding arbitration and class action waiver below, govern your access to and use of St. Jude’s Pediatric Influenza Portal (“PIP”) for information and analysis on influenza cohort data collected and published by St. Jude (the “St. Jude Data”), as well as related programs and data made available and/or owned by St. Jude Children's Research Hospital, Inc. These terms are a binding legal agreement between you and any institution or organization with which you are affiliated (“you,” “your,” or “User”) and St. Jude Children’s Research Hospital (“we”, “us”, “our”, or “St. Jude”). By accessing or using any portion of St. Jude’s PIP or the St. Jude Data you hereby agree to these Terms and agree to comply with all applicable laws. Please read the Terms carefully before accessing St. Jude PIP. If you do not agree to be bound by these Terms, you are not permitted to access, enter, or use any part of St. Jude PIP.

You should also review the St. Jude’s Privacy Policy ( https://www.stjude.org/legal/u-s-privacy-policy-statement.html ) (“Privacy Policy”), which is incorporated herein by reference and governs St. Jude's collection and use of information as a result of your use of our online platforms, including St. Jude PIP. St. Jude uses Microsoft Azure as the hosting environment for St. Jude PIP. As such, User acknowledges the applicability of the Microsoft Azure terms and privacy policies, available online at https://azure.microsoft.com/en-us/support/legal/ .

2. Modification of these Terms

St. Jude, in its sole discretion, reserves the right at any time to, among other actions, and without advance notice:

• Change these Terms, except for the section titled “Arbitration and Class Waiver” which may be changed in accordance with the provisions in that Section;
• Change St. Jude PIP, including eliminating or discontinuing St. Jude PIP and any content on or feature of St. Jude PIP;
• Deny or terminate your use of and/or access to St. Jude PIP; and
• Refuse or remove any material or data, including but not limited to data that you might place in, upload to, or use with St. Jude PIP, and any visualizations you generate through St. Jude PIP or any part of it.

Unless otherwise stated, any changes we make to these Terms or St. Jude PIP will be effective immediately when posted on St. Jude PIP. You agree that accessing, entering, using, or continuing to use St. Jude PIP after any such changes constitutes your consent to all such changes. If you do not consent, you may not access or use St. Jude PIP. Be sure to return to this page periodically to ensure your familiarity with the most current version of these Terms. St. Jude does not negotiate these Terms.

3. Eligibility to Use St. Jude PIP

By accessing or using St. Jude PIP, you represent and warrant that you are at least 18 years of age or older and are able to form legally binding contracts under applicable law. If you access the St. Jude PIP on behalf of your Institution, you are accepting these Terms on behalf of yourself and your Institution.

4. Limited License to Use St. Jude PIP

Subject to your agreement and compliance with these Terms (including the Privacy Policy, https://www.stjude.org/legal/u-s-privacy-policy-statement.html ), St. Jude grants you a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sublicensable license for a limited period of time to access St. Jude PIP to process, analyze, access, or display data. No license is given to you if you are located in a comprehensively sanctioned country. The Office of Foreign Assets Control of the U.S. Department of Treasury maintains a list of sanctions programs and countries, which may be found at https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-country-information . No license is given if you are listed as a restricted party by the United States Departments of Commerce, Treasury or State. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by St. Jude or its licensors, except for the licenses and rights expressly granted in these Terms.

5. Ownership Acknowledgement

St. Jude PIP includes the (i) St. Jude Data and any other Data uploaded by St. Jude (referred to as “St. Jude Data”), and (ii) any software, analysis tools, and visualization tools (referred to as “St. Jude Programs”). User shall acknowledge St. Jude as the provider of St. Jude PIP, the St. Jude Data, and/or St. Jude Programs, and also acknowledge any other Data contributor, in any publication, presentation, or patent application using St. Jude Data and/or St. Jude Programs. User shall notify St. Jude by email to PIPTeam@stjude.org of any such publication or presentation within thirty (30) calendar days of public disclosure and of any such patent application within thirty (30) calendar days of its filing.

6. Intellectual Property & Feedback

St. Jude PIP, St. Jude Data, and St. Jude Programs are protected by patent, copyright, trademark, trade secret and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, St. Jude and its licensors exclusively own all right, title, and interest in and to St. Jude PIP and all technology underlying the same, except that Data contributor retain whatever rights they had in their Data, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of St. Jude used herein are trademarks or registered trademarks of St. Jude. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

By sending us any feedback, comments, questions, or suggestions concerning St. Jude PIP or any part of it (collectively, “Feedback”), you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) the Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you (i) agree that St. Jude is under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against St. Jude and its Users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your account or St. Jude PIP.

7. Use Restrictions

The St. Jude Programs may be used only on St. Jude PIP, and User agrees to use them only on St. Jude PIP unless a separate agreement is entered into by User, User's organization, and an authorized representative of St. Jude.

User agrees not to download, reverse engineer, transfer, translate, modify, adapt, enhance, decompile, disassemble, or try to determine source code from the St. Jude Data, St. Jude Programs, or St. Jude PIP. User agrees not to share any St. Jude Programs with any third party or with any person or entity without written permission from an authorized representative of St. Jude. User will not share User's access to St. Jude PIP with anyone else. User will not share St. Jude Programs or assist in providing access to them or to St. Jude PIP with or to anyone in, or a national of, a country restricted or embargoed by the United States or with anyone listed as a restricted party by the United States Departments of Commerce, Treasury, or State.

User shall promptly inform St. Jude at PIPTeam@stjude.org if User becomes aware of any unauthorized download or transfer of the St. Jude Data or St. Jude Programs from St. Jude PIP. User will use all commercially reasonable efforts to prevent unauthorized access to St. Jude PIP. St. Jude may take enforcement action against User for violations of this provision, including but not limited to St. Jude blocking User from using St. Jude PIP and employing all available legal remedies.

User agrees that St. Jude PIP, St. Jude Data, and St. Jude Programs will be used for educational and basic research purposes only and not for any other purpose. User shall not use St. Jude PIP, St. Jude Data, or St. Jude Programs for diagnosis, medical care, or treatment of any patient, or for decision-making about any person (including allocation to a study or specific study arm or group), or to render medical advice or professional services or for any commercial purpose, including use in research sponsored by a commercial entity. User acknowledges and understands that St. Jude PIP, St. Jude Data, and St. Jude Programs have not received approval or clearance by the U.S. Food and Drug Agency or otherwise. User agrees that St. Jude PIP, St. Jude Programs, and St. Jude Data are intended only to assist in research but not in decision-making about patients or research participants, and that User is and remains solely responsible for all decisions made regardless of whether they are so used. You will not use any data from St. Jude PIP in any manner that violates the applicable law(s) in the United States or the User's resident country or location. User warrants that User will obtain all required approvals for the use of the St. Jude Data or St. Jude Programs.

User shall not attempt to learn or discern the identity of any individual from any Data available via St. Jude PIP. If user suspects the identity of any individual in the St. Jude Data, User shall not disclose such information.

St. Jude PIP may permit Users to upload certain information or data (“User Data”). User acknowledges that User is and shall be responsible for all User Data uploaded onto or used in or with St. Jude PIP and/or St. Jude Programs. User shall not upload any identifiable data and shall not upload or use any data in conjunction with St. Jude PIP, St. Jude Data, and/or St. Jude Programs that is inappropriate or unlawful or contains any virus, malware, spyware, worms, Trojan horses, time bombs, cancelbots, hostile or intrusive program codes that are designed to perform malicious operations on a computer or in any other way poses a cyber or informational threat to St. Jude PIP, St. Jude Data, St. Jude Programs, and/or St. Jude. User will take no action that will adversely affect the speed, security, or integrity of St. Jude PIP, St. Jude Data, and/or St. Jude Programs.

User shall not share any encryption keys, access tokens, or other access to St. Jude Programs with any other person, except as permitted herein or in any subsequent written agreement of the parties, or in any by an authorized representative of St. Jude. User shall not take any action that imposes an unreasonable burden on the infrastructure used to support the efficient operations of St. Jude PIP or St. Jude Programs.

8. User Account Security

Users may be required to register an account before being granted access to some or all of St. Jude PIP, the St. Jude Programs, and/or St. Jude Data. When you do, we may ask you to provide certain registration details (for example, your first and last name, a valid email address, job title) or other information about yourself to confirm you are authorized to access St. Jude PIP, the St. Jude Programs, and/or St. Jude Data. All such information provided by you is subject to our Privacy Policy.

Once you have an account, you are responsible for all activities that occur in connection with your account. You will treat as confidential your account access credentials and will not to disclose your credentials to anyone else. You agree to immediately notify us at PIPTeam@stjude.org if you have any reason to believe that your account credentials have been compromised or if there is any unauthorized access to or use of your account or password, or any other breach of security. You agree to use particular caution when accessing your profile from a public or shared computer, or when using your account in a public space, such as a park, café, hotel, airport, or public library, so that others are not able to view or record your access credentials or other personal information.

You agree to provide true and accurate information in connection with your account. You may not impersonate someone else to create an account, create or use an account for anyone other than yourself, permit anyone else to use your account, transfer your account, or provide personal information for purposes of account registration other than your own. User access changes may be reviewed by St. Jude Information Services staff and violations of this Section will be remedied by Information Services upon discovery and reported to the St. Jude PIP site owners.

9. User Data and Submissions

You are not allowed to, and agree not to, upload any Data or use the visualization tools with data other than what is available on St. Jude PIP.

10. Legal Compliance

You agree to comply with all applicable laws and legal requirements and rules in your use of St. Jude PIP, St. Jude Program, and St. Jude Data. St. Jude PIP and St. Jude Programs are subject to U.S. and local export and import control laws and regulations. User agrees that User will comply with all applicable U.S. and local export and import control laws and regulations, including those concerning 'anti-boycott,' 'deemed export,' and 'deemed re-export,' in connection with User's use of St. Jude PIP and St. Jude Programs. It is the sole responsibility of User to ensure it has the right to use all features of St. Jude PIP and St. Jude Programs in User's jurisdiction, and User agrees not to use St. Jude PIP and St. Jude Programs if those laws conflict with U.S. law. User shall comply with all laws and regulations governing use, export, re-export, and transfer of St. Jude PIP and St. Jude Programs and will obtain all required U.S. and local authorizations, permits, or licenses. User certifies that User will not use St. Jude PIP and St. Jude Programs from within a country that is embargoed by the U.S., and that User will not use St. Jude PIP and St. Jude Programs if User is a national or resident of, located within, or under the control of any restricted country. User certifies that neither User nor User's Institution is on the U.S. Department of Commerce's Denied Persons List or affiliated lists, on the U.S. Department of Treasury's Specially Designated Nationals List, or on any U.S. Government export exclusion lists. The export obligations under this clause shall survive the expiration or termination of these Terms. St. Jude may modify or not make available the St. Jude Programs and/or St. Jude PIP in order to comply with applicable laws and regulations.

11. Copyright Policy & Complaints

We expect you to respect copyright law. In appropriate circumstances, we will terminate access to St. Jude PIP and/or the St. Jude Programs of any User who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders or remove, or will disable access to material on St. Jude PIP and/or the St. Jude Programs that infringes upon the copyright rights of others. We also may, in our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity.

Digital Millennium Copyright Act. If you believe that your work has been used on St. Jude PIP in any manner that constitutes copyright infringement, please notify St. Jude's copyright agent by written notice.

Notice. The notice should include the following information:

• An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
• A description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;
• Identification of the location on St. Jude PIP of the material you claim has been infringed, or the link or reference to another website that contains the material you claim has been infringed;
• Your name, address, telephone number and email address;
• A statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and
• A statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the copyright owner of the material allegedly infringed or authorized to act on the copyright owner's behalf.

Designated Agent Contact Information. St. Jude's copyright agent for notice of claims of copyright infringement on the Services is ZwillGen PLLC. ZwillGen can be reached at 1900 M. Street, NW Washington, D.C. 20036, dmca@zwillgen.com, 202-296-3585, fax: 202- 706-5298.

Counter Notification. If you receive a notification from St. Jude that material made available by you on or through St. Jude PIP and/or the St. Jude Programs has been the subject of a 'Notification of Claimed Infringement', then you will have the right to provide St. Jude a 'Counter Notification.' A Counter Notification must be in writing, provided to our Designated Agent via a method identified above, and include substantially the following information:

• A physical or electronic signature of the User;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• The User's name, address, and telephone number, and a statement that the he/she consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if outside the United States, for any judicial district in which St. Jude may be found, and that the User will accept service of process from the person who provided notification above or an agent of such person.

A party submitting a notice of claimed infringement or a Counter Notification should consult a lawyer or see 17 U.S.C. §512 to confirm your obligations under the Copyright Act.

False Notifications. St. Jude reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

12. No Guarantee of Service

There may be times when St. Jude needs to disable your access to St. Jude PIP, the St. Jude Data, and/or the St. Jude Programs either temporarily or permanently. As a result, your access and use of St. Jude PIP and/or the St. Jude Programs and St. Jude Data may be modified, updated, interrupted, suspended, or discontinued at any time without notice, and without liability to St. Jude. Also, from time to time, we may restrict access to some or all of St. Jude PIP, St. Jude Data and/or the St. Jude Programs to authorized users by providing log-on credentials necessary to access those portions of St. Jude PIP, St. Jude Data and/or the St. Jude Programs. We cannot and do not make any representations or warranties with respect to the devices you use to access or use the Services, including with respect to device compatibility.

13. Indemnification

To the extent allowed by law, you agree to indemnify and hold harmless St. Jude, the American Lebanese Syrian Associated Charities (ALSAC), and any of our parent or subsidiary companies or organizations, and any of our successors, assigns or licensees, together with any of their respective board members, officers, directors, and employees, and any Data contributory, against any damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys' fees and costs) arising out of a claim by St. Jude or any third party relating to your access or use of St. Jude PIP, St. Jude Data, and/or St. Jude Programs, and/or your upload of data or User Data, and for any claim based on you alleged or actual breach or violation of these Terms.

14. DISCLAIMER OF WARRANTIES

ST. JUDE MAKES NO WARRANTY AS TO ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA. USE OF ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA IS AT USER'S OWN RISK, AND USER AND INSTITUTION AFFIRMATIVELY ACCEPT, ON BEHALF OF USER AND ON BEHALF OF ANY INSTITUTION OR ORGANIZATION WITH WHICH USER IS AFFILIATED, THESE RISKS WITH EACH USE. ST. JUDE PIP, THE ST. JUDE PROGRAMS, AND THE ST. JUDE DATA ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ST. JUDE DOES NOT WARRANT THAT ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA, OR THEIR CONTENT OR OPERATION WILL BE SECURE, ACCURATE, RELIABLE, UNINTERRUPTED, OR ERROR-FREE. ST. JUDE MAKES NO WARRANTY THAT ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS, CANCELBOTS, OR OTHER DAMAGING, INTERFERING, OR HARMFUL SOFTWARE OR PROGRAMMING ROUTINES. ST. JUDE MAKES NO WARRANTY THAT THE CONTENT CONTAINED ON ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA SATISFIES GOVERNMENTAL REGULATIONS RELATED TO CLEARANCE OR APPROVAL FOR USE FOR PATIENTS, FOR USE IN PRESCRIBING OR OBTAINING APPROVAL FOR ANY PRESCRIPTION DRUG PRODUCTS, OR ANY OTHER GOVERNMENTAL REGULATION. ST. JUDE HAS NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD-PARTY CONTENT, APPLICATIONS, PROGRAMS, OR DATA ON ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR IN THE ST. JUDE DATA. YOU ASSUME ALL RISK FOR YOUR USE OF ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA AND FOR ANY UNLAWFUL INTERCEPTION, ACCESS, AND USE BY ANY UNAUTHORIZED THIRD PARTY. ST. JUDE MAKES NO WARRANTY REGARDING THE LAW OF YOUR JURISDICTION AND WHETHER IT ALLOWS ACCESS OR DOWNLOAD; YOU ASSUME THE RISK AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF YOUR JURISDICTION. NO AGENT OR REPRESENTATIVE OF ST. JUDE HAS THE AUTHORITY TO CREATE ANY WARRANTY REGARDING ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA ON BEHALF OF ST. JUDE. ST. JUDE RESERVES THE RIGHT TO CHANGE OR DISCONTINUE AT ANY TIME ANY ASPECT OR FEATURE OF ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA.

15. LIMITATION OF LIABILITY

IN ORDER TO PROVIDE YOU WITH ACCESS TO ST. JUDE PIP, ST. JUDE PROGRAMS, AND ST. JUDE DATA, WE ARE UNABLE TO ACCEPT LIABILITY FOR ANY CONDUCT, ACTS OR OMISSIONS OCCURRING AS A RESULT OF YOUR USE OF SUCH SERVICES. THEREFORE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ST. JUDE, ITS EMPLOYEES, AGENTS, PARENT OR SUBSIDIARY COMPANIES OR ORGANIZATIONS, SUCCESSORS, ASSIGNS OR LICENSEES, THEIR RESPECTIVE BOARD MEMBERS, OFFICERS, DIRECTORS, OR EMPLOYEES, OR DATA CONTRIBUTORS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OR DAMAGES ARISING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ST. JUDE PIP, ST. JUDE PROGRAMS, AND/OR ST. JUDE DATA, WHETHER OR NOT ST. JUDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH EXTERNAL USERS, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE ST. JUDE PIP, ST. JUDE PROGRAMS, OR ST. JUDE DATA. SHOULD THIS PROVISION BE UNENFORCEABLE, THE PARTIES AGREE THAT THE COLLECTIVE LIABILITY OF ST. JUDE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THEIR SUCCESSORS AND ASSIGNS, AND DATA CONTRIBUTORS, IS CAPPED AT THE AMOUNT USER HAS PAID T0 ST. JUDE FOR THE USE OF ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA.

INFORMATION OR SERVICES PROVIDED BY ST. JUDE ON ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA IS NEITHER MEDICAL ADVICE NOR A SUBSTITUTE FOR MEDICAL ADVICE AND IS NOT A SUBSTITUTE FOR ANY PERSON'S PRIMARY OBLIGATION TO MAINTAIN MEDICAL RECORDS AND TO COMPLY WITH ANY ORDERS, PRESCRIPTIONS, OR OTHER DIRECTIONS OF MEDICAL PROFESSIONALS. RELIANCE ON ST. JUDE PIP, THE ST. JUDE PROGRAMS, OR THE ST. JUDE DATA IS AT THE USER'S OWN RISK.

16. ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and St. Jude agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between us arising under or related to any aspect of this Agreement or the St. Jude PIP, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with St. Jude as follows:

Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach St. Jude support at PIPTeam@stjude.org. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with St. Jude, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration: If the parties do not reach an agreed-upon solution at least sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of St. Jude PIP shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to the applicable JAMS Resolution Center, which can be found at http://www.jamsadr.com/locations; and (c) send one copy of the Demand for Arbitration to St. Jude at 282 Danny Thomas Place, MS 280, Memphis, TN 38105, ATTN: Office of Legal Services.

Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).

The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Arbitration and Class Action Waiver while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction.

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, St. Jude will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, St. Jude will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

You and St. Jude understand that, absent this mandatory arbitration provision, each party would have the right to sue in court and have a jury trial. You and St. Jude further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of Tennessee, United States of America, and you and St. Jude agree to submit to the personal jurisdiction of any federal or state court in Shelby County, Tennessee, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver: The parties further agree that the arbitration shall be conducted by the parties in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND ST. JUDE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If there is a final judicial determination that applicable law precludes enforcement of this Section’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

Exception for 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 and/or enforce 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. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under this agreement.

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 notice of your decision to opt out to PIPTeam@stjude.org with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of St. Jude PIP; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, St. Jude also will not be bound by them.

Changes to This Section: We will provide thirty (30) days' notice of any changes to this section. Amendments will become effective thirty (30) days after such notice. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled 'Arbitration and Class Action Waiver,' and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using St. Jude PIP.

Survival: This Arbitration and Class Action Waiver section shall survive any termination of your account or St. Jude PIP.

17. Governing Law

You agree that these Terms constitute an agreement entered into between you and St. Jude in the State of Tennessee, United States of America, and is performed within the State of Tennessee. You further agree that these Terms are governed by and will be construed in all respects under the laws of the State of Tennessee, exclusive of its choice of law or conflicts of law provisions. In any claim or action directly or indirectly arising under these Terms or related to St. Jude PIP, the St. Jude Programs, and/or St. Jude Data, you irrevocably agree to submit to the exclusive personal jurisdiction of the state or federal courts located in or serving Shelby County, Tennessee, and waive any jurisdictional, venue, or inconvenient forum objections to such court.

If any provision of these Terms is held to be not enforceable by a court or other tribunal of competent jurisdiction, then such provision will be limited or eliminated to the minimum extent necessary so that these terms will otherwise remain in full force and effect.

18. Use of St. Jude Name or Logo

Except as otherwise provided in Section 5 of these terms, or another written agreement between you and St. Jude, you agree that you will not use St. Jude’s name, trade or service marks, logos, or the names of current or former St. Jude employees or affiliated physicians or faculty, except upon the prior written consent of the American Lebanese Syrian Associated Charities’ CEO, or his or her designee, in concurrence with the St. Jude CEO.

19. General Terms

Unless otherwise addressed in a signed agreement between you and St. Jude, these Terms and the Privacy Policy constitute the sole and entire agreement between you and St. Jude with respect to your access and use of St. Jude PIP, St. Jude Programs, and/or the St. Jude Data, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such access except an existing data use agreement related to the St. Jude Data. No waiver of these Terms by St. Jude shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of St. Jude to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you, and any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect.