Last Updated: January 21, 2025

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1. Acceptance of Terms

These terms of use (these “Terms”) set forth the terms and conditions under which Tempus AI, Inc. ("Tempus," "we,""us," or "our") provides you (“you” or “your”) with access to and use of our proprietary “olivia” personal health record application (“olivia”and, together with any related PHR services we may offer from time to time, the “Services”).  

Please read these Terms carefully before accessing or using any partof the Services. By accessing or using the Services, you agree that you haveread, understand, and agree to be bound by these Terms, as well as by the Tempus Privacy Policy[1] (“Privacy Policy”) which is hereby incorporated into these Terms. If you do not agree to these Terms, you should not use our Services.

Our Services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law (“applicable law” as used herein shall mean any and all federal, state, local and/or international laws, statutes, regulations and ordinances that may apply to a user of the Services). It is solely each user’s obligation to determine what law may be applicable to them. Individuals between the ages of 13 and 18 can use the Services only in conjunction with and under the supervision of an Authorized Representative (as defined below). In such a case, the Authorized Representative is the user and is responsible for any and all activities of the minor. Individuals under age 13 may not use the Services.

FURTHER, THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND TEMPUS ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS UNLESS YOUOPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE AGREEMENT TO ARBITRATE (SEE SECTION 20 “DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE”).

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2. Definitions

a. “Aggregate Data” means Content that has been combined with the data of additional users of the Services or other data and anonymized by the removal or alteration of names and other identifiers, such that it cannot be used to identify you or another natural person.

b. “Authorized Representative” means an individual that: (i) you have authorized to access the Services on your behalf; or (ii) is the parent, guardian or other legal representative of a minor accessing the Services.

c. “Content” means any information, including any images, data, text, photographs, messages or other materials or Personal Information, that a user provides to us or that we process on behalf of a user through the Services, including, but not limited to:

1. name and contact information, such as your address, phone number, or email address;
2. medical history, conditions, treatments, and medications;
3. healthcare claims, health plan account numbers, bills, and insurance information;
4. demographic information, such as age, gender, ethnicity, and occupation; and
5. computer information, such as your IP address and "cookie" preferences.

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d. “Personal Information” means information about you that reasonably can be linked to you, such as your name, social security number, health information, demographic information, and/or other identifiers as may be defined under state and federal law.

e. "PHR" means personal health record.

f. “Provider” means a healthcare provider, healthcare practice, or hospital.

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3. Description of Service

a. The Services allow users to store, manage, and access their personal health records (“Health Records”) and related Content online. The Services include the ability to collect, store, manage and share health information, as well as to access certain health-related resources and tools.

b. We reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) any time. Depending on the nature of the change, we may notify you through the Services or the email address you provide to us in connection with your account. Your continued use of the Services after the effective date of any such changes constitutes your acceptance of the new Terms. Your sole remedy if you are dissatisfied with our Services or these Terms is that you may discontinue your use of our Services. Modifications within your Account are not automatically communicated to your Providers or any third-party sources. If you want your Provider or a third party to know of changes within your Account, you must inform the Provider or third-party of such changes.

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4. Registration Obligations

Account. To access and use the Services, you may be required to register an account (“Account”). If you choose to register for the Services, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the Services’ registration form and (b) maintain and promptly update the registration data to keep it true, accurate, current, and complete. Please refer to our Privacy Policy for additional information on our practices for handling personally identifiable information.

Login Credentials. When establishing anAccount, you are also required to establish login credentials, or we may permit you to login via a third party application (your username and password for us or any third party application are your “Login Credentials”). You are responsible for the confidentiality of your Login Credentials and any use of your Login Credentials and Account. You agree to:(a) immediately notify Tempus at [email address] if you suspect any unauthorized use of Login Credentials or Account or other breach of security, and (b) ensure that you exit from your Account at the end of each session. We are not liable for any acts or omissions by you in connection with your Account or any damages arising from your failure to comply with this Section 4.

Account Restrictions. Tempus reserves the right to restrict who is eligible for an account. Tempus reserves the right in its sole discretion to determine who may qualify for an account and reserves the right to reject or revoke any account at any time without liability. Tempus may enable you to create accounts for minors or other members of your family over whom you have legal authority. You may only do so if you are the Authorized Individual, and by doing so, you certify that you have such authority. Tempus may enable you to give access to your Account to Authorized Individuals. When you give access to an Authorized Individual, you grant permission to such Authorized Individual to access the information contained within, and/or perform certain transactions through, your Account. You also may permit your Providers to communicate with such Authorized Individuals about your health status.

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5. General License; Restrictions

License. Subject to your compliance with these Terms, Tempus hereby grants to you, a personal, worldwide, royalty-free, non-sublicensable, non-transferrable, and non-exclusive license to use the Services in accordance with these Terms and any other documentation we make available from time to time.

License Restrictions. You may not perform, engage in or attempt any of the following with respect to the andServices: (i) use the Services in order to generate an alternative thereto, including by using or submitting the Services through any artificial intelligence (including generative artificial intelligence or large language model), machine learning, or similar system; (ii) pledging, renting, leasing, sharing, distributing, selling of the Services; (iii) using any robots, spiders, or similar data mining, data gathering, “scraping”, extraction tools, or manual processes to collect, gather, or copy any content or data on or related to the Services; (iv) using any of the Services to support any illegal activity.

Tempus will obtain all legally required permissions, consents, and authorizations, as well as provide you with all legally required notices, in relation to providing you with such communications. You may opt-out of receiving advertising, marketing, or promotional communications from us by following the instructions in those communications or by contacting us at privacy@tempus.com. 

Prohibited Conduct. You agree that in the course of using the Services, you will not, directly or indirectly: (i) use the Services to transmit any Content that: (A) is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, hateful, fraudulent, invasive of another’s privacy, tortious, discriminatory, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by us; (B) is false, inaccurate, misleading, defamatory or libelous Content (including without limitation personal information); (C) infringes another’s copyright, trademark, trade secret or other intellectual property rights or other rights of any entity or person; or (D) introduces viruses, worms, Trojan horses and/or harmful code into the Services; (ii) impersonate any person or entity, including any of our employees or representatives or users, or falsely state or otherwise misrepresent your affiliation with a person or entity; or (iii) interfere or attempt to interfere with the proper working of the Services or any activities conducted through them, including by bypassing any measures we may use to prevent or restrict access to the Services.

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6. Fees

We do not currently charge fees for your use of the Services.  However, we reserve the right to do so in the future.  We will provide notice on theServices of any such change. You will not be charged for access to the Services unless you agree to the applicable fees. However, we may suspend or terminate your access if you do not agree to the applicable fees.

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7. Health Record Collection

Health Records. As part of the Services, olivia collects your HealthRecords on your behalf and populates them in your Account. Your Health Records are collected through one or more of the following processes: (i) you identify the Providers from which you have received medical care; (ii) you connect olivia to the online portal hosted by your Providers; (iv) we send a request for your Health Records to Providers or their representatives; (v) we request additional Health Records from another Provider identified in a Health Record, such as requesting a copy of a lab test result from the laboratory identified in your doctor’s medical record); and (vi) you can also choose to obtain your own records and upload them into your Account.

Requests. olivia will never send a request for your Health Records unless you choose to have us do so through the Services. By using the Services to collect your Health Records, you authorize Tempus to populate and transmit all applicable documentation to your Provider and, if applicable, to use the login credentials you provide to us to login to your Provider’s online portal to obtain your Health Records.

Provider Accounts. In the event that you elect to utilize olivia’s Record collection functionality, you authorize Tempus to access your Provider accounts on your behalf and you represent and warrant to us that: (a) doing so is not a breach of your agreement with each such Provider; and (b) you have all necessary rights, licenses, and consents required to grant Tempus access to your Provider accounts.

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8. Communications

Consent to Communication. By using the Services, you consent to receive communications from us by SMS and email using the contact information provided when registering your Account, as you may update from time to time. Such communications include announcements (including notifications each time these Terms have been modified), administrative messages, service updates, and other non-transactional communications which are, collectively, considered part of the Services, as well as for other purposes including, not limited to the following categories:

1. healthcare related communications;
2. advertising, marketing or promotional communications;
3. prescription or appointment reminders; and
4. Account management functions.

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Opt-Out. Except for communications we are required to make to you, you may opt-out of receiving advertising, marketing, or promotional communications from us by following the instructions in those communications or by contacting us at privacy@tempus.com.

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9. Intellectual Property

General License. Our Services are licensed to you, not sold. As between you and Tempus, we or our licensors own all right, title and interest, including all intellectual and other proprietary rights in and to the Services and their contents, including the olivia application, except to the extent such content derives from the information you submit. You may not use the Tempus name or our slogans, trademarks, service marks and logos(collectively, “Marks”) without our prior written consent. All other Marks on the Services are the property of their respective owners.

Your Content. You retain ownership of your Content and related intellectual property rights. These Terms do not grant us any licenses or rights to your Content except for the limited license described below. However, you are responsible for your Content, and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services.

License to Your Content. By uploading your Content to the Services, you: (i) represent and warrant that you have all necessary rights to upload, share, post, transmit or otherwise make available such Content; and (ii) hereby grant to Tempus a worldwide, non-exclusive, irrevocable, limited, royalty-free license to use, reproduce, distribute, modify, translate, adapt, create derivative works, make publicly available, and otherwise use your Content: (A) to provide the Services to you; (B) for the purposes permitted by our Privacy Policy; (C) to analyze and improve the Services; (D) to compile, use and disclose aggregate or de-identified data, statistics, measurements or other metrics derived from your Content (including in combination with the aggregate or de-identified content of other users of the Services) for our own purposes in a manner such that the aggregate or de-identified content does not identify you or any other individual; and (E) without limiting the foregoing(A)-(C), to improve our Services through the application of machine learning, tuning or any enhancement, modification, derivative or other improvement to theServices in connection with the provision of any Service (“AI Improvements”) and to exploit such AI Improvements without limitation. You agree Tempus may extract and retain patterns from your Content processed in connection with your use of the Services which do not identify you and do not enable reconstruction of your Content (“Patterns”) and use, copy, prepare derivative works of or otherwise exploit any such Pattern to continue to improve our Services in perpetuity. Any AI Improvement arising from the Services shall be the sole and exclusive property of Tempus.

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10. User Conduct

You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such content originated. This means that you, and not Tempus, are entirely responsible for all content that you upload, post, email, transmit, or otherwise make available via the Services. We are not responsible for what you do with your Content and may refuse to utilize your Content to provide you with any Services if we believe your Content has been inappropriately shared with us or violates the rights of any party.

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11. Termination

Termination. You may terminate this Agreement by ceasing to use the Services at any time. You can also contact us at privacy@tempus.com and request that we close your Account.

Termination. You agree that we may, under certain circumstances and without prior notice, immediately terminate your Account and access to the Service.Cause for such termination shall include, but not be limited to: (i) breaches or violations of the Terms or other incorporated agreements or guidelines; (ii)requests by law enforcement or other government agencies; (iii) discontinuation or material modification to the Services; (iv) unexpected technical or security issues or problems; and (v) extended periods of Account inactivity.

Effect of Termination. In the event of termination in accordance with this Section 11, we will endeavor to inform you in advance and will provide you with a reasonable opportunity to download your Health Records and other Content. However, if we terminate this Agreement or suspend your Account as a result of any actual or suspected fraudulent or illegal activity via your Account, Tempus will not be liable to you or any third party for any such termination or suspension of your access to the Services.

Survival. In addition to accrued obligations, the following sections will survive the termination or expiration of these Terms, including if Tempus ceases to provide the Services: Sections 4.b (Login Credentials); 5.b and 5.c (General License; Restrictions); 9 (Intellectual Property), 11.c and11.d (Termination); 12 (Limitation of Liability); 13 (Indemnification); 14 (Disclaimer); 19 (California Residents); 20 (Dispute Resolution; Agreement to Arbitrate); and 21 (General Information).

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12. Limitation of Liability

Direct Damages Limitation. TEMPUS AND ITS LICENSORS WILL NOTBE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS,LOST REVENUE OR OST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS,EVEN IF TEMPUS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SERVICES OR RESULTS THEREOF. TEMPUS WILL NOTBE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

Limits on Liability. TEMPUS AND ITS LICENSORS WILL NOT BE LIABLE FOR CUMULATIVE,AGGREGATE DAMAGES GREATER THAN ONE HUNDRED DOLLARS ($100). YOU RELEASE TEMPUS AND ITS LICENSORS FROM ALL OBLIGATIONS,LIABILITY, CLAIMS, OR DEMANDS RELATING TO OLIVIA OR OTHER SERVICES, AND THESE TERMS IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 10(b).

Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION 10 MAY NOT APPLY TO YOU.

Waiver. If applicable, you waiveCalifornia Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Limitation on Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

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13. Indemnification

Indemnification. To the maximum extent permitted by law, you will indemnify, and hold harmless and, at our request, defend Tempus and its affiliates and its and their respective, licensors, agents and service providers and each of their and our respective successors and assigns for, from and against any liabilities, damages, judgments, awards, losses, costs or expenses (including reasonable attorneys’ fees and the fees of professional advisors) arising out of or relating to any claim, dispute or allegation that arising from or in connection with: (a) your violation of theseTerms or any applicable law; (b) any unauthorized use of your Account; (c) yourContent; (d) use of your credentials to access your Provider accounts; or (d) your violation of any rights of any third party; or (e) your negligence or willful misconduct.

Notices; Settlement. Tempus will notify you promptly of any claim or liability for which indemnification is sought, provided, however, that the failure to give such notice will not relieve you of your obligations hereunder except to the extent that you were actually and materially prejudiced by such failure. You may not settle any claim for which indemnification is sought under this Section 9 without the prior written approval of Tempus, which approval will not be unreasonably withheld or delayed.

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14. Disclaimer

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TEMPUS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS,IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.TEMPUS DOES NOT WARRANT THAT: (i) THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; (ii) THE SERVICES WILL MEET YOUR REQUIREMENTS; AND (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES ARE ACCURATE OR RELIABLE.  Some jurisdictions do not allow the disclaimer or exclusion of certain warranties. Accordingly, some of the disclaimers set forth above may not apply to you or be enforceable with respect to you. If you are dissatisfied with any portion of the Services or with these Terms, your sole and exclusive remedy is to discontinue use of the Services.

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15. Not an Emergency Service

Neither olivia nor any of our other Services do provide any emergency or urgent medical services. PLEASE CALL 911 OR YOUR HEALTH CARE PROVIDER IF YOU BELIEVE THAT YOU ARE EXPERIENCING A MEDICAL EMERGENCY OR IF YOU NEED URGENT CARE.

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16. Not Medical Advice

You acknowledge and agree that neither Tempus nor the Services offer medical advice. Any content or data accessed through the Services are for informational purposes only and is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. Tempus is not responsible for the accuracy, timeliness, or completeness of yourPersonal Information, or for any reliance by you or any medical professional on your Personal Information within the PHR. Tempus is not responsible for any Provider's reliance or non-reliance on your Content or the accuracy thereof.

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17. Jurisdictional Issues; Export Controls.

Tempus makes no representations that information through the Services is appropriate or available for use outside the United States. If you choose to access any Services from outside the United States, you do so on your own initiative and at your own risk and you agree and acknowledge that you are responsible for complying with all applicable UnitedStates laws as well as your local laws and regulations. You are responsible for complying with all applicable United States laws as well as any local laws and regulations that may impact your transaction and you understand that Tempus disclaims all responsibility related to such activities and compliance obligations. Without limiting the foregoing, you may not access, use, export, re-export, divert, transfer in-country, or disclose any portion of the Services or any related software, technical information, or materials, directly or indirectly, in violation of any United States and other applicable country export controls and sanctions laws, rules, and regulations and requirements.You agree not to upload any Content (including information on encryption) whose export is specifically controlled by such laws.

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18. Updates

Except for changes to the dispute resolution provisions (see Section20.l), we may, in our sole discretion, modify, update or restate these Terms at any time. We will update the “Last Updated” date at the top of these Terms. If we make changes that are material, we may also attempt to notify you. However, it is your sole responsibility to review the Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access to or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.

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19. California Residents

If you are a California resident, in accordance with Cal. Civ. Code§ 1789.3, residents of California have the right to request from a business, with whom the California resident has an established business relationship, certain information with respect to the types of personal information the business shares with third parties for direct marketing purposes by such third party and the identities of the third parties with whom the business has shared such information during the immediately preceding calendar year. To request a copy of the information disclosure provided by us pursuant to Section 1798.83of the California Civil Code, please contact us at: privacy@tempus.com.

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20. Dispute Resolution; Agreement to Arbitrate

Arbitration. You agree that, except as set forth in this Section 20, any dispute, claim or controversy arising out of or in connection with our Services (each, for the purposes of this Section 20, a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.

Small Claims. Subject to the satisfaction of all applicable requirements of small claims court, you or Tempus may seek to have a Claim resolved in small claims court. You or Tempus bring a Claim in a small claims court in the jurisdiction in which you reside or in the small claims court in closest proximity to your residence. You may also bring a Claim in small claims court in the State of Delaware, USA.

U.S. Federal Arbitration Act. Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in court. Arbitration may permit more limited discovery than a court proceeding, and is subject to very limited review by courts. However, the same damages and relief that a court can award can be awarded by arbitrators. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section 20.You also agree that you and Tempus each hereby expressly waive the right to participate in a class action.

Notice of Claim. In the event that you elect to seek to have a Claim arbitrated, you are required to first send Tempus’s registered agent a written notice of your Claim (“Notice of Claim”). Your Notice ofClaim should be sent in care of Tempus Legal Department, at legal@tempus.com.Your Notice of Claim should include your mailing address and your email address that we may use to contact you. If Tempus elects to seek to have a Claim arbitrated, we will send a written Notice of Claim to the address that we have on file for you by certified mail. Any Notice of Claim must include enough information for us to identify you and attempt to resolve your Claim, including both a description of the nature and basis of your Claim, any supporting documentation, and the specific amount of damages or other relief you are seeking.

Arbitration Rules. The arbitration of all disputes will be administered by the AAA under its rules in effect at the time the arbitration is commenced, available at www.adr.org or by calling 1-800-778-7879, except to the extent any of those rules conflict with our agreement in these Terms, in which case these Terms will govern to the extent of the conflict. Except as you and Tempus otherwise agree, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.

Arbitrator Selection. The arbitrator will be either: (i) a retired judge; or(ii) an attorney specifically licensed to practice law in the State of Delaware or the state of your residence and will be selected by the parties from the AAA’s National Roster of arbitrators, as follows: (A) the AAA will send the parties a list of five (5) candidates meeting the foregoing criteria; (B) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within ten (10) days, striking up to two (2) candidates, and ranking the remaining candidates in order of preference; (C) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (D) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator.All arbitrators appointed pursuant to this process are subject to the disclosure and disqualification procedures set forth in the AAA rules and any applicable laws. The arbitrator is bound by these Terms. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

Administrative Conference. The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and a representative of Tempus shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.

Decision of Arbitrator. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Tempus will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your claim or the relief sought in your demand for arbitration (a “Demand for Arbitration”) was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award maybe entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking in junctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of these Terms.

Injunctive Relief. Unless you or Tempus seek to have a Claim resolved in small claims court, the arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. If you seek injunctive or declaratory relief, you agree that the arbitrator may award injunctive or declaratory relief in favor of you alone, and only to the extent necessary to resolve your individual Claim.

Payment of Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If you initiate an arbitration, you are required to pay AAA’s initial filing fee, but Tempus will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in the State of Delaware. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Tempus will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or Tempus and you and Tempus waive any objection to such fee modification.

Opt-Out. You may opt out of this agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify Tempus in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the agreement toArbitrate and must include your name, address, phone number, your Account to which the opt-out applies and a clear statement that you want to opt out of this agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the agreement to Arbitrate. You must use this address to opt out:

Tempus, Inc., ATTN: Arbitration Opt-Out, legal@tempus.com.

Effect of Changes on Arbitration. Notwithstanding any provision in these Terms to the contrary, you and Tempus agree that if Tempus make any change to the arbitration procedures (other than a change to any notice address provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Tempus prior to the effective date of the change. Moreover, if Tempus seek to terminate the arbitration procedures set forth in this Section 20.l from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing theArbitration Procedures is posted to the Services and shall not be effective as to any claim that was filed in a legal proceeding against Tempus prior to the effective date of removal.

Waiver of Class Actions. BY ENTERING INTO THIS AGREEMENT, YOU AND TEMPUS ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AND TEMPUS BOTH AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ONAN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON ACLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLYIN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THIS AGREEMENT IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND TEMPUS BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF ORAS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

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21. General Information

These Terms constitute the entire agreement between you and Tempus and will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect. You agree that a breach of these Terms may cause irreparable injury to Tempus for which monetary damages would not be an adequate remedy and Tempus shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages. You may not assignor transfer these Terms without our prior written consent. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except where the context expressly requires otherwise: (a) the use of the singular will be deemed to include the plural (and vice versa); (b) the words “include”, “includes”, “including” or “e.g.” will be deemed to be followed by the phrase “without limitation”; (c) the word “will” will be construed to have the same meaning and effect as the word “shall”; and (d) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”. If Tempus or its businesses are acquired or transferred to another entity (in whole or part and including in connection with bankruptcy or similar proceedings), Tempus has the right to share your Content, Health Records and other personal information with that entity. Where possible, Tempus will notify you in advance of such a transaction and you will be offered an opportunity to opt-out of having your information transferred. These Terms will continue to apply to the Services until you receive notification of changes to the Terms or Services.

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21. Contact Us

If you have any questions or concerns about these Terms, please contact us at:

Email: privacy@tempus.com

Phone: (833) 514-4187

Mail: 600 W.Chicago Ave, Suite 510, Chicago, Illinois 60654