PHENOPATH LABORATORIES

AGREEMENT – TERMS OF USE

Welcome to the PhenoPath Laboratories Consumer Website: http://www.phenopath.com/ (the “Site”). This agreement (“Agreement” or “Terms of Use”) describes the terms and conditions applicable to your use of the Site, including without limitation, any Content (defined below). By accessing and using the Site, you represent you have read and understood these Terms of Use, and agree to be legally bound by them. You are only authorized to use the Site (regardless of whether your access or use was intended) if you agree to abide by all applicable laws and to these Terms of Use. Please read these Terms of Use carefully and save a copy. If you do not agree with any condition set forth in these Terms of Use, you should leave, and discontinue use of the Site immediately.

Please keep in mind that PhenoPath Laboratories, PLLC (together with its affiliates, referred to herein as “PhenoPath” or “we” or “our”), may, in its sole discretion, modify or change these Terms of Use from time to time without prior notice, and such modifications shall be automatically effective upon being posted on the Site, so be sure to check back periodically. Your use of the Site after any changes have been posted will constitute your express agreement to the modified Terms of Use. It is therefore important that you review these Terms of Use regularly to ensure you are updated on any changes and your use of the Site is in compliance with these Terms of Use.

Please contact us at http://www.phenopath.com/#/dept-contacts if you have any questions regarding these Terms of Use.

1. ACCESS AND CONTENT. You understand and agree that we are providing you with access to the Site to, among other things, enable you to access data, material, information, ideas or comments original audio/visual content (including text, graphics, audio, video, animation, images or photographs, and all related documentation (including printed materials and electronic documentation) (collectively, the “Content”), made available to you through the Site by PhenoPath and by third-party providers. We reserve the right to discontinue or change the Site and/or the Content available in the Site at any time, without notice. You also understand and agree that we may discontinue or restrict your use of the Site for any reason without notice and without any liability to you. In addition, when using the Site, you will be subject to any limits or terms of use applicable to the Content, which may be posted from time to time, and are hereby incorporated by reference into these Terms of Use. The Content is considered the property of the applicable licensor and therefore the liability for the opinions, accuracy and originality of any third-party Content lies with the licensor. We have been granted license to use, publish, distribute, and display the Content on any website owned by use, and to use it in any manner we deem appropriate. We assume no responsibility for the accuracy, currency, completeness or usefulness of information, views, opinions or advice in any material contained on the Site or in the Content, or that any particular Content will meet continuing education credit requirements. In addition, we do not endorse any views, opinions, advice or recommendations of others. Any user who violates the Terms of Use may be permanently banned from accessing the Site and any Content. You understand and acknowledge that we do not pre-screen, monitor or approve any third-party Content, but we have the right, but not the obligation to remove, move, refuse, modify, edit or delete any Content for any reason whatsoever.

2. BINDING CONTRACT. By accessing or using any of the Site, including without limitation, the Content, you are acknowledging your acceptance of the terms and conditions set forth in this Agreement, as may be amended from time to time at our discretion, and thereafter a contract will exist between you and PhenoPath. PLEASE READ THIS AGREEMENT CAREFULLY. This is an Agreement between you, either individually or as an authorized representative of a single company, institution or entity, and us relating to access to the Site and use of any Content. By accessing our Site, you acknowledge that you are bound by the terms and conditions of this Agreement and our Privacy Statement.

3. GENERAL. Information you transmit to, or post on, this Site, if any, by any means will be treated as nonconfidential and nonproprietary and may be disseminated or used by us for any purpose whatsoever. We reserve the right to remove or disable any Content you transmit to this Site for any or no reason, without notice to you. Notwithstanding the foregoing, we will use the personal data collected from you as provided in our Privacy Statement (HIPAA PRACTICES). Our current HIPAA PRACTICES, which, among other things, describes how we may use and disclose patient protected health information, and which may be amended at any time by us, is available at http://www.phenopath.com, and is hereby incorporated by this reference into these Terms of Use. Please read our HIPAA PRACTICES carefully.

4. NO CONFIDENTIAL INFORMATION. PhenoPath does not want to receive confidential or proprietary information from you through the Site, and any information sent to us will be deemed NOT to be confidential. By sending us any information or material, you grant us an unrestricted, royalty-free, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and you also agree that we are free to use any ideas, concepts, know-how or techniques that you send us for any purpose.

5. CONTENT LICENSE.

a. Permission to Use. These Terms of Use are applicable to your rights with respect to all Content and materials being made available to you, and to your access to, and use of, any Content on this Site, and do not alter in any way the terms and conditions of any other express agreement you may have with us regarding the Content. Your access and use of this Site provides your acknowledgment of, and agreement to abide by, these Terms of Use. We grant to you, a single individual, only for your personal purposes, a temporary, non-exclusive, non transferable licensed subscription to access the Content according to the terms set forth in these Terms of Use. All licensed user profiles shall be our sole property.

b. Applicability of the Limited License. The limited license “Subscription” is the right for a single natural person to access and use the Site. The number of Subscriptions authorized under this Agreement (“Licensed Subscriptions”) is equal to the number of unique identification numbers we issue to you. Each Licensed Subscription (and its associated identification number) can be assigned to only one person at a time, and is not transferable from one individual to another except when an individual terminates employment with an entity which owns the Licensed Subscription. Only persons to whom Licensed Subscriptions (and associated identification numbers) are assigned can access and use the Site and the Content. If you are an entity user, you may assign Licensed Subscriptions (and associated identification numbers) only to your employees or paid consultants or agents (for use in conjunction with the work performed by such consultants or agents for you). Plug-ins and other executable files downloaded to you when you display or use the Content may be used following the end of the term, but only for the use of the person to which the Licensed Subscription was assigned as of the end of the license term, and if you are an entity user, then only if that person remains in your employ.

c. Restrictions. You may not: (a) sublicense, assign, transfer, distribute or rent any Content; (b) use, copy or modify any Content, in whole or in part, except as expressly permitted in this Agreement; (c) permit access to anyone but you, or permit persons other than the individuals to whom Licensed Subscriptions (and identification numbers) have been assigned, to access the Site or use the Content; (d) transfer this limited license from you to another individual, or, if you are an entity user, from one individual to another (except upon a termination of employment); (e) take any action designed to unlock or bypass any restrictions on the number of users or access to the Site and/or Content; or (f) access any of the Content after the end of the term. There are no implied licenses. You agree not to exceed the scope of the licenses granted herein. If the Content is acquired by or on behalf of a unit or agency of the United States government, it is agreed that the Content shall be deemed to be “commercial computer software” and that, absent a written statement to the contrary, the United States government unit’s or agency’s rights with respect to the Content are limited by the terms of this Agreement pursuant to FAR §12.212(a) and/or DFARS §227.7202-1(a), as applicable. 

d. Ownership. Except for the license granted in this Agreement, all rights, title and interest in the Content is and will continue to be our exclusive property and other copyright proprietors identified therein and those claiming through such proprietors.

6. PERMITTED USE/PROPRIETARY RIGHTS GENERALLY. All Content available on the Site, including all Content provided by any third-party provider, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights or laws, unless otherwise specified. You may not, without PhenoPath’s or the appropriate Content provider’s permission, download, copy, modify, display, or prepare derivative works based upon any Content on the Site. Any use, except for your personal non-commercial use, or editing, modification, reproduction, republication, distribution, assignment, sublicense, sale or creation of derivative works, of all or any portion of the Content viewed or accessed from the Site without our (or the applicable Content provider’s) express written permission is expressly prohibited. You may not copy, post, or upload any of the Content to an Internet website, any public or private bulletin board system, or any other electronic network or Internet service, nor may you post any links between the Site, and or any Content thereon, to any other website or location. By accessing the Site, you agree not to reproduce, retransmit, distribute, disseminate, display, sell, publish, broadcast or circulate any Content on the Site to anyone. All rights not expressly granted herein are hereby reserved.

You understand and agree that the Content available on the Site may contain valuable proprietary rights and that any unauthorized, unlicensed, or prohibited disclosure, distribution, copying, or use of any kind of this Content (“Unauthorized Use”) could result in substantial and irreparable harm to us and/or the respective Content providers. Any Unauthorized Use by you, or anyone under your control, will be deemed an infringement of the rights of PhenoPath or the respective Content provider, and will constitute damage to our reputation and goodwill. You agree to bear full responsibility for the consequences of any Unauthorized Use by you or anyone acting on your behalf, including without limitation, termination of your account, civil liability, and criminal prosecution. Notwithstanding any other remedies, you agree that we, or the appropriate Content provider, will be entitled as a matter of right, and without notice, to equitable relief by way of injunction or otherwise, in the event of any such Unauthorized Use by you.

You acknowledge our proprietary rights, including any and all copyrights and trademarks, in the PhenoPath name, logos and the Site (the “PhenoPath Property”), and the proprietary rights of its licensors in the Content, as applicable. PhenoPath Property includes the design, structure, sequence, organization, and look and feel of the Site, the database, listing, programming and transaction systems, and/or the arrangement, design, presentation and availability of the Content, where applicable, as well as the selection, arrangement and display of facts within the Content, and in subjective or discretionary information (if any) included by us with any Content. You agree not to violate, remove or alter any copyrights, trademarks or other intellectual property notices, if any, protecting the PhenoPath Property or any other Content contained on or provided through our Site. You agree to indemnify us for any and all costs and expenses (including attorneys’ fees) associated with any legal action brought by or against you with respect to the PhenoPath Property or the Content.

7. LICENSE OR INFRINGEMENT OF POSTED CONTENT. For Content an Author wishes to submit or make available for inclusion on the Site, each Author, (including you), agrees to grant us a perpetual, royalty-free, irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Content in any format either now known of or hereafter created, and, if desired, to use the Author’s name and other identifying information provided in connection with such Content. This license to us will continue indefinitely and will continue after termination of our relationship with you. We reserve the right, but not the obligation, to not post or remove posting for any reason whatsoever, without notification to the Author.

If you believe in good faith that any Content or other material posted on the Site infringes your copyright, please contact our agent for notice of claim of copyright infringement, at lab@phenopath.com. You must provide the following information, which we may then, but are not obligated to, forward to the alleged infringer: (a) a description of the material that you believe infringes your work with enough detail for us to locate it on the Site; (b) your address, telephone number, and email address; (c) a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and the basis therefore; (d) a statement, under penalty of perjury, that (i) the information you are providing is accurate, and that (ii) you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner; and (e) your physical or electronic signature. Upon receiving your complaint, we may, but are not obligated to, remove the allegedly infringing content.

8. LINKING AND FRAMING PROHIBITED. You will not frame any page or portion of our Site or establish a link between our Site (or any Content on Site) and any other site, or permit anyone else to establish such a link, either to the home page or to any other page herein, without our prior written approval.

9. LINKS TO THIRD-PARTY WEBSITES. To facilitate your ability to obtain Content, we may provide links on the Site to Content providers, as well as other third parties. These links are purely for informational purposes only. Through these links you are permitted to leave the Site. We have no control over these linked websites and are not responsible in any way for the operation, content, practices, or legality of those websites. Accordingly, we do not endorse, approve or hold ourselves responsible for the privacy policies, terms of use or information gathering practices of any site that you may link to and/or from our Site. Thus, our Terms of Use and Privacy Statement do not apply to those linked sites. We are providing these links solely for your convenience and do not approve, endorse or control these links and their content. You hereby waive any claim you might have against us with respect to these links and/or websites. In addition, third parties may provide links to this Site. Again, these links are purely for informational purposes only and we do not approve, endorse, or control any such website’s content and/or practices or policies. You are solely responsible for determining the extent to which you may or should use any content at any other website to which you might link from this Site. If you decide to access any of the third-party sites linked to this Site, you do so entirely at your own risk.

10. UNAUTHORIZED ACCESS OF THE SITE. Unauthorized access of the Site, including by entering or monitoring the Site on any level other than through the Registration/Home Page, is expressly prohibited.

11. USER OBLIGATIONS. In consideration of your use of the Site, including without limitation, any Content, you represent (a) that you are of legal age to form this binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction; (b) that you agree to provide true, accurate, current and complete information about yourself upon registration and thereafter; (c) that you are responsible for maintaining the confidentiality of your password and account; (d) that you are fully responsible for all activities that occur under your password or account; (e) that you agree to immediately notify us of any unauthorized use of your password or account or any other breach of security; (f) that you agree to comply with all local rules regarding online conduct and acceptable Content, including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside; (g) that you agree to be fully responsible for any Content you author; and (h) that you have read, understand and agree to these Terms of Use and our Privacy Statement. We cannot and will not be liable for any loss or damage arising from your failure to comply with the provisions of this Section.

You agree at all times not to use the Site in any manner:

a. (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, false or inaccurate, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable; (ii) that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or (iii) that infringes on any patent, trademark, trade secret, copyright or other proprietary rights of any other person or entity.

b. That would harm minors in any way;

c. To impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d. To engage in any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, or post any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software of hardware or telecommunications equipment;

e. That would interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

f. That violates any applicable local, state, national or international law, intentionally or unintentionally;

g. To “stalk” or otherwise harass another; and/or

h. That would collect or store personal data about other users.

While we have the right to refuse to post or remove, edit or abridge any Content for any reason, we are otherwise not involved in the writing or decisions in the Content. As a result, we have no control over the quality, accuracy or legality of the Content or that any Content will meet your expectations or qualify for any continuing education credit. You are solely responsible to ensure that any Content meets the continuing education credits applicable to you and your certification. All Content posted on the Site is the sole responsibility of the person from whom such Content originated.

12. DISCLAIMER OF WARRANTIES. YOU UNDERSTAND THAT THE CONTENT IS NOT WARRANTED TO BE ERROR FREE, TO MEET YOUR PARTICULAR REQUIREMENTS OR EXPECTATIONS, OR TO WORK ON A PARTICULAR SOFTWARE OR HARDWARE CONFIGURATION. YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SITE AND THE CONTENT AVAILABLE THEREIN IS ON AN “AS-IS,” “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. PHENOPATH DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS, ANY PROMISES, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SITE OR ITS USE OR OPERATION, OR THE USE, ACCURACY, VALIDITY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION OF THE CONTENT OR ANY SERVICES OR PRODUCTS OBTAINED FROM THE SITE OR ANY OTHER WEBSITES LINKED TO THIS SITE, OR ANY TRANSACTIONS ENTERED INTO THROUGH THIS SITE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WHILE WE MAKE EVERY EFFORT TO MAKE SURE THE SITE IS ALWAYS AVAILABLE TO YOU, WE DO NOT GUARANTEE THAT THE SITE, CONTENT, SOFTWARE, MATERIALS OR PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, OR THAT ANY DEFECTS IN THE SITE, CONTENT, SOFTWARE, MATERIALS OR PRODUCTS WILL BE CORRECTED.

PHENOPATH CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT THE CONTENT, FILES, OR INFORMATION AVAILABLE ON OR FOR DOWNLOADING FROM THIS SITE WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES OR OTHER CODES THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU UNDERSTAND AND AGREE THAT ALL CONTENT, FILES OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, FILES, OR INFORMATION.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR EXCLUSION OF CERTAIN WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU ARE ENCOURAGED TO CHECK THE LAWS OF YOUR JURISDICTION.

13. LIMITATION OF LIABILITY. WE WILL NOT BE HELD RESPONSIBLE FOR ANY ERRORS, DEFECTS, LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE SITE. IN NO EVENT SHALL PHENOPATH, ITS AFFILIATES, MANAGERS, OFFICERS, MEMBERS, EMPLOYEES, BUSINESS PARTNERS, AGENTS, REPRESENTATIVES, CLIENTS AND ANY OTHER AUTHORIZED AGENT OR REPRESENTATIVE OF PHENOPATH HAVE ANY LIABILITY FOR ANY CLAIM, LOSS OR INJURY, INCLUDING WITHOUT LIMITATION AN INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING ATTORNEYS’ FEES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO PHENOPATH’S SERVICE, THE USE OR THE INABILITY TO USE THE SITE AND/OR ANY CONTENT, ANY CONTENT OR OTHER GOODS OR SERVICES PURCHASED, LICENSED, OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO BY MEANS OF OR THROUGH THE SITE, THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY USER CONTENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, EVEN IF PHENOPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF ANY NEGLIGENCE OF PHENOPATH OR ANY OF ITS AFFILIATES, REPRESENTATIVES OR AGENTS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OR ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. FOR THE AVOIDANCE OF DOUBT, IN NO EVENT WILL PHENOPATH OR ITS LICENSORS’ LIABILITY ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE CONTENT, REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT ACTUALLY PAID TO PHENOPATH, WHETHER ARISING IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE.

THESE LIMITATIONS OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITIES OR DISCLAIMER OF IMPLIED WARRANTIES, SO THE ABOVE MAY OR MAY NOT APPLY TO YOU AS WRITTEN. YOU ARE ENCOURAGED TO CHECK THE LAWS OF YOUR JURISDICTION.

14. INDEMNITY. You agree to indemnify, defend and hold us, our affiliates, managers, officers, members, employees, business partners, representatives, agents, clients and any other of its authorized agents or representatives, harmless, at your sole expense, from and against any claim, action, legal proceeding, damages, liability, settlements, demand, expenses (including reasonable attorneys’ fees), and other costs arising out of or relating to: (a) use of the Site or the Content by you or an unauthorized user; (b) breach of these Terms of Use or the documents it incorporates by reference by you or an unauthorized user; (c) negligence or misconduct by you or an unauthorized user; or (d) a claim that use of the Site or any Content by your or an unauthorized user infringes the copyright, trademark, trade secret, patent or other proprietary right of a third-party. The preceding indemnity shall also apply to any use of your computer which results in the indemnified actions noted above, whether or not expressly authorized by you. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse or diminish any of your indemnity obligations.

15. RELEASE. Because the Site is a venue for you to use Content, in the event that you have a dispute with a user of the Site or otherwise, to the fullest extent allowed by law, you hereby release and discharge us and our affiliates, managers, officers, members, employees, business partners, representatives, agents, clients and any other authorized agent or representative, from any and all liability associated with your use of the Site and any Content. This release applies to any and all claims, whether known or unknown, held by you. Under no circumstances will we be liable for any goods, services, resources or content available through your dealings with any third-party, or for any harm or loss related thereto. We are under no obligation to become involved in any disputes between you and other users of the Site or any Content, or between you and any other third parties. This release shall apply to any and all claims, whether known or unknown, held by you. With respect to the releases contained herein, you agree that this release fully and finally releases and forever resolves the actions and liabilities released in these Terms of Use, and that you expressly waive all benefits under any statute or common law principle which may apply.

If you are a California resident, you waive any and all rights you may have under Section 1542 of the California Civil Code, 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.

16. COVENANT NOT TO SUE. You hereby agree and covenant not to sue, and expressly waive any and all claims against PhenoPath and any of its affiliates for any claim that is released hereunder or for an amount in excess of the limitation of liability provided in this Agreement.

17. PERMISSION REGARDING YOUR ACCOUNT INFORMATION. You acknowledge, consent and agree that we may access, preserve and disclose your account information and any Content, comments or opinions you upload, post, or otherwise make available on the Site, if any, as required by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any Content violates the rights of a third-party; (d) respond to your requests for customer service or other inquiries; or (e) protect the rights, property or personal safety of the Site, its users and the public.

18. JURISDICTION AND CHOICE OF LAW. This Agreement, your rights and obligations, and all actions contemplated by these Terms of Use will be governed by, construed and enforced in accordance with the laws of the State of Washington, USA, as if these Terms of Use were a contract wholly entered into and wholly performed within the State of Washington, USA. These Terms of Use will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The exclusive jurisdiction and venue for any claims arising out of or related to this Agreement will lie in the Courts of King County in the State of Washington, USA, and you expressly consent to the jurisdiction of said courts. You also 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 Site, the Content or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

19. EXPORTATION. Notwithstanding the laws of any other jurisdiction, the Content may be subject to restrictions and controls imposed by the United States Export Administration Act and the regulations thereunder. Therefore, none of the Content or underlying information or technology may be displayed, downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, unless that exportation is authorized specifically by a special license issued to you at your sole cost and expense. By agreeing to the terms of this Agreement, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.

20. GOVERNMENT USERS. This Agreement defines the rights of any United States Government user to the Site and the Content, except where contrary to law. In the event applicable law does not permit this license to define the rights of United States Government users, the Site and the Content is provided with RESTRICTED RIGHTS, and use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (a) (14) of the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation clause DFARS 252.227-7014 (JUN 1995), or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights clause, FAR 52.227-19 (JUN 1987). The manufacturer is PhenoPath. Unpublished-rights are reserved under the copyright laws of the United States.

21. ENTIRE AGREEMENT. This Agreement and the Privacy Statement are the entire and final agreement regarding the Site and the Content, and supersede any prior or contemporaneous communications between PhenoPath and you regarding the Site and the Content. You also may be subject to additional terms and conditions that may apply if you have a separate signed contract with PhenoPath or when you use affiliate services, third-party Content or third-party software, or visit another site linked by this Site. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

22. SEVERABILITY AND WAIVER. You acknowledge and agree that if any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Furthermore, if any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision.

ANY FAILURE BY PHENOPATH TO EXERCISE OR ENFORCE ANY RIGHT OR PROVISION OF THIS AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION UNLESS ACKNOWLEDGED AND AGREED BY PHENOPATH IN WRITING.

THE USE OF THE CONTENT AVAILABLE THROUGH THIS SITE IS SUBJECT TO THESE TERMS OF USE. BY ACCESSING INFORMATION FROM THE SITE YOU, AGREE TO THE FOREGOING TERMS OF USE, NOTWITHSTANDING ANY LICENSE AGREEMENT(S) INTO WHICH YOU MAY SEPARATELY ENTER. THESE TERMS OF USE ARE A LEGAL AGREEMENT BETWEEN YOU AND PHENOPATH. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS INFORMATION, INCLUDING WITHOUT LIMITATION, ANY CONTENT FROM THE SITE.

23. TERMINATION/MODIFICATION. We may terminate or modify this Agreement, with or without cause, at any time, without notice, and without penalty. The following provisions shall survive any termination of this Agreement: Binding Contract; General; Content License; Permitted Use/Proprietary Rights Generally; License or Infringement of Posted Content; Linking and Framing Prohibited; Unauthorized Access to the Site; Disclaimer of Warranties; Limitation of Liability; Indemnity; Release; Covenant Not to Sue; Permission Regarding Your Account Information; Jurisdiction and Choice of Law; Entire Agreement; Severability and Waiver; and Termination/Modification.

We may change, supplement, delete or update these Terms of Use at any time without notice by reflecting the changes on our Site. All changes shall automatically be effective upon being initially posted to the Site. These Terms of Use (as changed, supplemented, deleted or updated from time to time as provided herein), shall apply to each time you visit the Site.

24. ENGLISH VERSION PREVAILS. In the event this Agreement is translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.

25. VIOLATIONS. Please report any violations of these Terms of Use to: lab@phenopath.com.

Last Updated: November 8, 2012.

 

 

 

 

 

 

 

 

 

 







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