Skip to Content

User Agreement

This User Agreement (the “Agreement”) is made by and between Soar BioDynamics, Ltd., a Nevada corporation/company with its principal place of business located at 617 Tumbleweed Circle, Incline Village, NV (“Soar BioDynamics”), and User, an individual/physician. User and Soar BioDynamics may be referred to herein individually as a “Party” or collectively as the “Parties.”

Background
WHEREAS, User may wish to utilize the services of Soar BioDynamics from time to time; and WHEREAS, Soar BioDynamics wishes to provide such services to User on the terms and conditions set forth herein below.
NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein below and other good and valuable consideration, the exchange, receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definitions

The following capitalized terms shall have the meanings assigned below when used in this Agreement.

  • 1.1 “Dynamic Screening” means Soar BioDynamics’ proprietary method of analyzing biomarkers for prostateA donut-shaped gland the size and shape of a walnut that surrounds the upper portion of the male urethra. Its main function is to produce part of the fluid that makes up semen. conditions including prostate cancerUncontrolled growth of the cells of the prostate., as updated from time to time.
  • 1.2 “Submit” means to transfer electronically by entering into the Web site and clicking “Submit.”
  • 1.3 “Web site” means soarthroughlife.com or any successor Web sites.


2. Services

  • 2.1 Scope. At its sole discretion, User may, from time to time during the Term (as defined in Section 4.1), Submit personal data or test results (“Data”) to Soar BioDynamics, for analysis using Dynamic Screening (“Services”).
  • 2.2 Conduct of Services. Soar BioDynamics shall perform the Services in accordance with the terms and conditions of this Agreement, User’s Authorization (as defined below), all applicable laws, rules and regulations and Soar BioDynamics’s terms of use and privacy policy for the Web site.
  • 2.3 Reports. Subject to the terms and conditions of this Agreement, Dynamic Screening will generate a report analyzing the Data submitted (each, a “Report”) each time User clicks on the “generate report” button on the Web site provided that to generate the first Report during the Subscription Period (as defined below), User must also submit payment information. For clarity, the payment step will not be required to generate subsequent Reports during the Subscription Period. Each Report will be provided to User in electronic form. All Reports that are generated will remain available on the Web site for review by User during the Subscription Period.
  • 2.4 Purging Data. Soar BioDynamics shall have the right, but not the obligation, to purge certain Data from time to time. Such Data shall include certain direct identifiers of User, such as any credit card or other payment information. Subject to Section 4.3 below, Soar BioDynamics shall retain all Data necessary for the performance of the Services.


3. Compensation

In consideration for the Services, User agrees to pay the annual subscription fee listed on the payment page of the Web site to follow this Agreement (“Subscription Fee”). Payment shall be made via the Web site, using payment methods such as credit card or PayPal. Upon payment of the Subscription Fee, User shall be entitled to a one-year subscription to Dynamic Screening, which includes up to thirty (30) Reports or modifications thereto (the “Subscription Period”). For clarity, execution of this Agreement is not complete until User pays the Subscription Fee. Accordingly, Soar BioDynamics shall not be obligated to provide the Services and User shall not be obligated to make any payment until the payment process on the Web site is completed by User.

4. Term and Termination

  • 4.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Article 4, shall expire upon the anniversary of the Effective Date (the “Term”); provided that the Parties may renew this Agreement for another year upon mutual agreement, as demonstrated by the execution of Soar BioDynamics’ then-current user agreement and payment of the then-current Subscription Fee by User.
  • 4.2 Termination. Either Party may terminate this Agreement upon thirty (30) days notice to the other Party, which termination shall be effective on the last day of such thirty (30) day period (the “Scheduled Termination Date”). User may terminate this Agreement in accordance with Article 5.
  • 4.3 Effect of Termination. Upon User’s request, or any expiration or termination of this Agreement, Soar BioDynamics will promptly destroy all materials containing User Data or User Confidential Information (as defined below) furnished by User to Soar BioDynamics or produced by Soar BioDynamics in connection with the performance of the Services, except to the extent necessary or useful for Soar BioDynamics’s exercise of the Development Authorization. Any direct identifier of User, including without limitation User’s name, social security number, address, telephone number and any payment information will in all events be destroyed upon such request, expiration or termination.
  • 4.4 Survival. Sections 4.3 and 4.4, and Articles 1, 7, 8, 10 and 11 shall survive termination or expiration of this Agreement and shall be binding upon the Parties’ respective successors and permitted assigns. Termination or expiration of this Agreement shall not affect any other rights of either Party which may have accrued up to the date of such termination or expiration.


5. Authorization

User hereby authorizes Soar BioDynamics to use the Data, including any of User’s personal health information included therein, for purposes of this Agreement and in accordance with privacy policy on the Web site (the “Authorization”). Upon User’s request, Soar BioDynamics may also share the Reports with User’s physician. Furthermore, User authorizes Soar BioDynamics to use the Data and the results of the Services (including without limitation the Reports) for the following purposes, provided that in each case User will not be identified by name, social security number, address, telephone number, or any other direct personal identifier unless disclosure of the direct identifier is required by law: (a) creating a database of Dynamic Screening reports that may be referenced in developing and providing reports to future Soar BioDynamics customers; (b) publishing or presenting in scientific journals or other scientific forums; (c) developing, marketing and commercializing Dynamic Screening or other products; and (d) licensing others to do any of the foregoing (collectively, the “Development Authorization”). The Development Authorization and the license described below for purposes of the Development Authorization shall survive any termination or expiration of this Agreement. User may withdraw the Authorization at any time upon written notice to Soar BioDynamics, in which case this Agreement, including User’s access to the Reports, shall terminate immediately. User hereby grants Soar BioDynamics a non-exclusive, royalty free, fully-paid right and license to use and analyze the Data and the Report for purposes of the Authorization and Development Authorization.

6. User's Obligations

  • 6.1 User acknowledges that Dynamic Screening and the Reports are not intended to be used as medical advice, diagnosis, or treatment of any medical condition or health problem, and User’s use of Dynamic Screening and the Reports does not create an express or implied physician-patient relationship between User and Soar BioDynamics, its employees or consultants.
  • 6.2 User further acknowledges that only licensed physicians (and not Soar BioDynamics) can give medical advice, diagnose conditions, prescribe medication, order medical tests and perform medical treatments. Accordingly, User agrees to consult with a physician with respect to the content of the Report and any related medical decisions, including those regarding tests, diagnoses and treatments.


7. Ownership

  • 7.1 Data and Report. Subject to the Authorization, Development Authorization and license described in Section 5 above, User shall own all right, title, and interest in and to the Data and, exclusive of any Soar BioDynamics Technology (as defined below) contained therein, the Reports. User agrees to use the Report(s) solely for personal use, as general health information (the “Field”).
  • 7.2 Soar BioDynamics Technology. Soar BioDynamics shall retain all right, title and interest in and to all general skills, knowledge, experience and know-how, strategies, processes, methods, techniques, models, algorithms, and software used to generate the Reports and all patent rights or other intellectual property rights controlled by Soar BioDynamics, including any enhancements or improvements thereto, to the extent the claim or cover any of the foregoing (“Soar BioDynamics Technology”). Notwithstanding the foregoing, Soar BioDynamics Technology excludes Data and any other User Confidential Information. Subject to the terms, conditions and covenants contained herein, Soar BioDynamics hereby grants User a non-exclusive, royalty free, fully-paid right to use and analyze any Soar BioDynamics Technology contained in a Report solely for use in the Field.
  • 7.3 Inventions. Soar BioDynamics shall exclusively own any inventions, intellectual property, data, results or information that are developed, conceived or reduced to practice in the course of performing the Services.


8. Confidentiality

  • 8.1 Confidential Information. Subject to the limitations set forth in Section 8.2, all Data and all information, other than Soar BioDynamics Technology, that is contained in the Reports shall be deemed to be “User Confidential Information.”
  • 8.2 Exceptions to Confidential Information. User Confidential Information shall not be deemed to include information that: (a) is in the public domain or comes into the public domain through no fault of Soar BioDynamics; (b) is furnished to Soar BioDynamics without any obligation of confidentiality by a third party rightfully in possession of such information; (c) solely with respect to information disclosed by User to Soar BioDynamics, is already known by Soar BioDynamics at the time of receiving such information from User as evidenced by Soar BioDynamics’s written records; or (d) is required by law or court order to be disclosed.
  • 8.3 Non-Disclosure and Non-Use of Confidential Information. Except as expressly allowed herein or requested by User, Soar BioDynamics agrees (i) to hold User Confidential Information in strict confidence and to take all reasonable precautions to protect User Confidential Information (including, without limitation, all precautions Soar BioDynamics employs with respect to its most confidential materials), (ii) not to disclose, directly or indirectly, any User Confidential Information to any third party, and (iii) not to use User Confidential Information, except as expressly permitted under this Agreement, in each case without User’s prior written consent.


9. Disclaimer of Warranties and Limitation of Liability

  • 9.1 Content of Reports. Soar BioDynamics makes no warranties whatsoever, express or implied, regarding the accuracy, completeness, timeliness, or usefulness of any information contained or referenced in the Reports. Health-related information AND TECHNOLOGY change frequently and therefore information contained in the Reports may be outdated, incomplete or incorrect. Soar BioDynamics does not assume any risk whatsoever for User’s use of Dynamic Screening or the Reports. In EMPLOYING the Services, User agrees that neither Soar BioDynamics nor any other party is or will be liable or otherwise responsible for any decision made or any action taken or any action not taken due to user’s use or reliance on any information presented in the Reports or as a result of using Dynamic Screening. ACCORDINGLY, User acknowledges that the ReportS ARE PROVIDED FOR personal USE ONLY AND THAT THE REPORTS should not be the sole RESOURCE used to INFORM MEDICAL DECISIONS, INCLUDING THOSE REGARDING TEST, DIAGNOSES AND treatment options, but rather should be used in conjunction with other information and medical resources available to user, including user’s physician.
  • 9.2 General. Soar BioDynamics MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES OR THE RESULTS THEREOF, INCLUDING THE REPORTS. WITHOUT LIMITING THE FOREGOING, Soar BioDynamics MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF ANY SERVICES OR REPORT(S) PROVIDED HEREUNDER WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OF ANY THIRD PARTY.
  • 9.3 Limitation of Liability. IN NO EVENT SHALL Soar BioDynamics BE LIABLE TO THE USER FOR ANY LOST PROFITS, LOST SAVINGS, OR ANY OTHER INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF Soar BioDynamics HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL Soar BioDynamics HAVE, FOR ANY REASON WHATSOEVER, ANY MONETARY LIABILITY EXCEEDING THE FEES ACTUALLY PAID TO Soar BioDynamics HEREUNDER.


10. Indemnification

User shall indemnify, defend, and hold harmless Soar BioDynamics and its directors, officers, and employees from any liabilities, damages or claims asserted by third parties, including costs and attorney fees, arising out of User’s user of the Reports other than in accordance with this Agreement.

11. Miscellaneous

  • 11.1 Governing Law. This Agreement shall be governed by the laws of the State of Nevada without regard to any conflicts of law principles that would require the application of the law of jurisdiction outside Nevada.
  • 11.2 Arbitration. In the event a dispute arises between the parties hereto arising out of or in connection with or with respect to this Agreement or any breach thereof, such dispute shall be determined and settled by arbitration in Reno, Nevada, in accordance with the rules of the American Arbitration Association ("AAA"). The award rendered thereon by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section 11.2 shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.
  • 11.3 Assignment. This Agreement, or any rights or obligations hereunder, may not be assigned by User without the prior written consent of Soar BioDynamics. Soar BioDynamics may assign this Agreement to any successor of Soar BioDynamics by way of merger, consolidation, or the acquisition of substantially all of Soar BioDynamics’s business and relating assets without the consent of User. Any attempted assignment of this Agreement not in compliance with this Section 11.3 shall be null and void. This Agreement shall inure to the benefit of and be binding upon each Party signatory hereto, its successors and permitted assigns.
  • 11.4 Severability. If any provision of this Agreement shall be deemed void in whole or in part for any reason whatsoever, the remaining provisions shall remain in full force and effect. The Parties shall make a good faith effort to replace any such provision with a valid and enforceable one such that the objectives contemplated by the Parties when entering this Agreement may be realized.
  • 11.5 Non-Waiver. No failure or delay of one of the Parties to insist upon strict performance of any of its rights or powers under this Agreement shall operate as a waiver thereof, nor shall any other single or partial exercise of such right or power preclude any other further exercise of any rights or remedies provided by law.
  • 11.6 No Implied Rights or License. No right or license is granted under this Agreement, either expressly or by implication, by either Party to the other Party under any inventions, patents, patent applications or other intellectual property right.


I agree to these terms. I understand that this is a legally binding contract.

Last Updated: 02/01/2009