Terms of Service

Acceptance of the Terms of Service

Welcome to the website operated by Criystal Inc ("Base", “us,” or “we”). The following Terms of Service (“Terms” or “Terms of Service) are applicable to your (“Client”) use of and access of Base products, services, and applications (the “Services”).

Please read these Terms of Service carefully before you start to use the Services. By using the Services, you accept and agree to be bound and abide by these Terms of Service in addition to our privacy policy, found at https://www.get-base.com/privacy-policy (“Privacy Policy"), which are incorporated herein by reference. If you do not want to agree to the Terms of Service or the Privacy Policy, you must not access or use the Services.

The Service is offered and available to users who are 21 years of age or older. By using this Service, you represent and warrant that you are at least 21 years old and of legal age to form a binding contract with us. If you do not meet all of these requirements, you must not access or use the Service.

Changes to the Terms of Service

We reserve the right, at our discretion, to change, modify, add, or remove portions of these terms at any time, but if we do, we will bring it to your attention by placing a notice on the https://get-base.com website, by sending you an email, and/or by some other appropriate means. Please check these Terms periodically for changes.

Your continued use or revisitation of the Services following the posting of revised Terms of Service means that you accept and agree to the changes.

Recitals

Whereas, Company has access to duly licensed and accredited high-complexity clinical laboratories;

Whereas, Company offers clinical laboratory testing;

Whereas, Company offers Criystal Inc. dba Base, an integrated digital solution that offers convenient, on-demand for diagnostics and testing, including at-home, at a local Quest Diagnostics, and mobile phlebotomy collections for specimens in the patient’s home or other acceptable location;

Whereas, Client desires to contract with Company to provide clinical laboratory testing (collectively, “Tests”) for individuals designated by Client (“Tested Persons”) and Laboratory desires to provide such Tests; and

Whereas, Client also wishes to utilize Criystal Inc. dba Base

Now Therefore, in consideration of the foregoing premises and mutual promises herein contained, and intending to be bound legally hereby, Company and Client agree as follows:

Test Services
- Overview. Client desires Company to provide Tests to Tested Persons pursuant to an arrangement in which Laboratory performs the collection of the specimens for the Tests and Laboratory performs the Tests in its affiliated laboratory facilities.
- Test Orders. Client understands that each specimen submitted for testing under this Agreement will be accompanied by a valid signed order from a healthcare provider who is authorized to order the Tests under the laws of the state in which the Tested Person is located (“Authorized Provider"). Company will be responsible for providing the Authorized Provider for the Tests.
- Consents and Authorizations. Client warrants and represents that it shall obtain all consents from Tested Persons as may be required by applicable law to enable Laboratory to perform the Tests. Laboratory shall report the results of the Tests to the Authorized Providers, but if Client also wishes to obtain the results of the Tests directly from Laboratory, Client shall obtain and maintain a HIPAA compliant authorization from the Tested Persons to authorize the release of such results to Client and Client’s personnel. Upon request, Client shall provide Company with a copy of such consents and authorizations.
- Report Delivery. Company will transmit Test results to Client and Authorized Providers.
Criystal Inc. dba Base
- Criystal Inc. dba Base Services. Client understands and agrees that, as of the Effective Date, the Base services are available on an ongoing basis for their members.
- Integration of Base Services. The parties agree to work cooperatively to develop and implement mutually acceptable procedures and protocols for the ordering of Criystal Inc. dba Base services.
- Statements of Work. The Parties agree that Criystal Inc. dba Base services (“Base Services”) will be performed as described in the Statement of Work # 1 attached hereto as Exhibit A. It is the intent of the Parties to negotiate and execute additional statements of work (“SOW") for any new arrangements. Any additional SOWs or change orders to SOWs shall be memorialized in a signed agreement or amendment between the Parties.
Term and Termination. This Agreement shall commence on the Effective Date. This Agreement shall have an initial term of one (1) year (the “Initial Term”). The Initial Term of this Agreement shall renew for additional terms of one (1) year each (each, a “Renewal Term”) unless terminated as provided in this Section 3 or by the written agreement of the parties. Either party may terminate this Agreement with or without case upon thirty (30) days prior written notice to the other party. In the event of a material breach of this Agreement, the non-breaching party may terminate this Agreement by providing fifteen (15) days prior written notice of termination to the breaching party.
Fees, Invoicing and Payments
- Fees. Company agrees to charge, and Client agrees to pay, for all Criystal Inc. dba Base Services performed under this Agreement at the fees set forth in Exhibit A. Company agrees to charge, and Client agrees to pay, for all Tests performed under this Agreement at the fees set forth in Exhibit B. Such fees shall not be modified except by way of formal amendment to this Agreement duly executed by both Company and Client.
- Invoicing. At purchase of each test, Client shall pay for tests by credit card through the Criystal Inc. dba Base dashboard.
- Payment Procedure. Within purchase of tests, Client shall submit full payment to Company for any and all undisputed amounts.
- Disputing a Charge. If Client does not submit written notice of a dispute of a charge within forty-five (45) days of the date of the invoice, then the dispute shall be waived. Such written notice shall be submitted directly to the following address: Criystal Inc. dba Base, 335 Madison Avenue, 4th Floor, New York, NY 10013
- Late Payments. If Client does not pay the undisputed amount of each invoice then Company shall have the right to immediately stop providing services, and terminate this Agreement upon fifteen (15) days advance written notice.
- Pricing is Confidential. The parties agree that all information and matters regarding pricing represent the confidential information of Company (“Confidential Information”). Client shall maintain the confidentiality of all such Confidential Information and shall not divulge such information to any third-party, except as required by applicable law. The terms of this Section 4.7 shall survive termination of this Agreement.
Accreditation and Compliance
- Company Company’s associated lab facilities are and shall remain duly licensed under applicable law. Reasonable documentation of such credentials shall be provided upon request. Company shall comply with applicable standards under the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) and College of American Pathologists (“CAP”).
- HIPAA Compliance. Both parties agree to comply with applicable provisions of the Administrative Simplification Section of the Health Insurance Portability and Accountability Act of 1996 as codified at 42 U.S.C. § 1320d through d-8 (“HIPAA”), and the requirements of any regulations promulgated thereunder including, without limitation, the federal privacy regulation as contained in 45 C.F.R. part 164 (the “Federal Privacy Regulations”), the federal security standards as contained in 45 C.F.R. Part 142 (the “Federal Security Regulation”), and Subtitle D of the Health Information Technology for Economic and Clinical Health Act (“HITECH”). Both parties agree not to use or further disclose any protected health information, as defined in 45 CFR 164.504, or individually identifiable health information, as defined in 42 U.S.C. § 1320d (collectively the “Protected Health Information”), concerning a patient other than as permitted by this Agreement and the requirements of HIPAA or regulations promulgated under HIPAA including, without limitation, the Federal Privacy Regulations, the Federal Security Regulations, and HITECH.
Confidentiality. Each party understands that the other party (the “Disclosing Party”) may disclose business, marketing, technical or financial information to it relating to the Disclosing Party’s business that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement and any other agreement between the Parties (“Confidential Information”). The party receiving such information (the “Receiving Party”) agrees: (a) to take precautions to protect Confidential Information of the Disclosing Party consistent with the precautions that it takes for its own Confidential Information of a similar nature, but in no case less than reasonable precautions, and (b) not to use (except in performance of this Agreement or as otherwise permitted herein) or divulge to any third person any Confidential Information of the Disclosing Party. Confidential Information excludes information that as can be shown by written evidence: (a) is or becomes generally available to the public; (b) was in the Receiving Party’s possession or known by the Receiving Party prior to receipt from the Disclosing Party; or (c) was independently developed without use of any Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. Each Party may disclose Confidential Information to its subcontractors, agents and other representatives, so long as such persons are subject to confidentiality terms consistent with or more stringent than this Section. The obligations set forth in Section 6 will continue during the Term of this Agreement and for a period of five (5) years thereafter.
Miscellaneous
- Change in Law. The terms of this Agreement are intended to be in compliance with applicable law as of the Effective Date.
- Promotion. Subject to the prior review and written approval of the other party, a party may issue a press release or other public communication regarding the general nature of this Agreement. Client grants Company the right to use Client’s logos in business to business presentation materials.
- Co-branding. In the event that the parties agree to engage in co-branded promotional activities, Company will require and Client agrees to provide Client’s high-definition logos and associated branding guidelines. The design, features and user experience of the co-branded promotional materials will be determined by Company. Company will prepare all co-branded materials for Client’s review prior to public usage of such materials.
- License. Client grants Company a royalty-free, worldwide, and non-exclusive license to make, have made, use, reproduce, have reproduced, modify (for the limited purpose of formatting), display, and distribute the Client’s logos in all co-branded materials and business to business presentation materials during the Initial Term or any Renewal Term of this Agreement.
- Non-Solicitation. During the Initial Term or any Renewal Term of this Agreement and for one (1) year following the termination or expiration of this Agreement, Client shall not, directly or indirectly, solicit, recruit, contract with or hire any of Company’s personnel without the prior written consent of Laboratory’s chief legal officer.
- Assignability. This Agreement shall insure to the benefits of and be binding upon the parties and their respective successors and permitted assigns. Either party may assign this Agreement to a subsidiary or affiliated company.
- Notice. Any notice required hereunder will be deemed to have been properly provided if mailed with automated delivery confirmation by either FedEx, UPS or U.S. Postal Service, and properly addressed to the parties hereto at the following addresses. Notice will be deemed given on the delivery date set forth in the automated delivery confirmation details.
  
  To Company: Criystal Inc. dba Base
- Independent Relationship. None of the provisions of this Agreement are intended to create, nor shall be deemed or construed to create, any relationship between Client and Company other than that of independent entities contracting solely for the purposes set forth herein. Neither party shall be construed to be the agent, employer or representative of the other party.
- Force Majeure. Neither party shall be liable for any claims or damages resulting or arising out of a failure or delay that is due to a force majeure event beyond the control of such party.
- Benefit. This Agreement is intended to insure only to the benefit of Company and Client, and is not intended to create, nor shall be deemed or construed to create, any right in any third-party.
- Non-Discrimination. All services provided by Company hereunder shall be in compliance with applicable law prohibiting discrimination on any basis.
- Headings. The headings herein are for convenience only, and are not intended to, and shall not, define or limit the scope of the provisions to which they relate.
- Severance Clause. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall in no way affect the validity or enforceability of any other provision in that jurisdiction, or of the entire Agreement in any other jurisdiction.
- Choice of Law. The laws of the State of Delaware shall govern the terms of this Agreement.
- Integration. This Agreement is intended by the parties as a final expression of their contractual agreement and as a complete statement of the terms thereof, and shall supersede all previous understandings and agreements, whether written or oral.
- Waiver. No course of dealing between Client and Company, and/or any delay by a party in exercising its respective rights under this Agreement, shall operate as a waiver of any of the rights of such party hereunder, and no express waiver shall affect any condition, covenant, rule or regulation other than the one specified in such waiver and only for the time and in the manner specifically the stated in such waiver.
- Modification. Except as expressly set forth herein, this Agreement may not be modified except in a writing duly executed by the parties.

Base Referral Program

Base members can earn a Gift Card, specified above, if: (i) a referred practitioner creates a valid Base account; and (ii) the referred practitioner successfully pays for their first test. The referring member will be credited with the specified gift card amount within one week of the completion of the referred practitioner’s first month’s payment. The maximum Gift Cards that can be earned per Member will be $10,000 USD total made by referred friends unless indicated otherwise. There can be only 1 referral code redeemed per household (address).

Base reserves the right to any remedy, including cancellation of your memberships or test kit orders, if fraud, tampering, violations of these terms, or technical errors are suspected. Void where prohibited. If your order later qualifies for a refund, the maximum refund you may receive is the amount you actually paid.

Base may suspend or terminate the Referral Program or a user’s ability to participate in it at any time for any reason. We reserve the right to suspend memberships or discredit your earned Gift Card if we notice any activity that we believe is abusive, fraudulent, or in violation of these Base Terms and Conditions. We reserve the right to review and investigate all referral activities and to suspend memberships or modify referrals in our sole discretion as deemed fair and appropriate.

Cancellation and Refund Policy

Need to request a refund or want to cancel your subscription? We’re here to help. Simply email practitioners@get-base.com with “refund request” in the subject line and provide the following information:

Name of the test(s) you are requesting to be refunded
Email associated with your Base account

Please view the terms and conditions below for more details:

You’re eligible for a full refund (excluding the 4% refund processing fee) to the original form of payment if you cancel before your starter kit is mailed out (or, if you're visiting a Quest lab, before your lab order is sent for processing). Please be aware that kits are typically mailed out within 24 hours of purchase.
You’re eligible for a 75% refund if your test kit has been sent to you but you have not sent your sample to the lab for processing (or, if you're visiting a Quest lab, before you get your samples taken at the lab).
After your Improvement Program is charged, you are eligible for full refund (excluding the 4% refund processing fee) before any credits have been used or a 50% refund after your kit has been shipped.
Orders over 60 days old are not eligible for any refund.
Unfortunately, you won’t be eligible for a refund after your test results have been uploaded.
Depending on your bank's processing time, it can take anywhere from 5-10 business days to see a refund in your account. If 10 days have passed, send us an email at practitioners@get-base.com.
Please don’t mail back your physical kit, as they are classified as medical equipment and can’t be reused — even if the kit hasn’t been opened.

Have a different issue and want to request a refund? Base will review refund requests on a case by case basis within 60 days of purchase.

Your comments and concerns

Any feedback, comments, requests for technical support and other communications relating to the Services should be directed to legal@get-base.com.