Scenomics® LLC Terms of Use for https://www.scenomics.com/

The following contract governs your use of this website and discloses the information that may be collected by Scenomics LLC, how this information is stored, and how Scenomics LLC uses this information. Scenomics® and Scenome® are registered trademarks of Scenomics LLC. All Rights Reserved.

PLEASE READ THIS CONTRACT CAREFULLY. This Terms of Use Agreement ( hereinafter "AGREEMENT" ) is entered into by and between Scenomics LLC ( hereinafter "PROVIDER" ) and you, your business, or your employer ( hereinafter "CLIENT"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

DEFINITIONS

For the purposes of this AGREEMENT, definitions for the following terms are provided below:

  • WEBSITE. WEBSITE shall mean, non-exhaustively, a collection of computer hardware and software, whether owned, rented, or leased by PROVIDER, used to provide public access to various aspects of PROVIDER'S business operations.
  • INTERACTIVE COMMUNICATION SERVICES. "INTERACTIVE COMMUNICATION SERVICES" shall mean any communication services, such as email, blogs, chat rooms, message boards, forums, or newsgroups, offered by PROVIDER'S WEBSITE that enable bi-directional communication between CLIENT and
  • PROVIDER, SALES PARTNERS, WEBSITE users, or THIRD PARTIES.
  • CONTENT. "CONTENT" shall mean, non-exhaustively, any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services stored on, or available on, PROVIDER'S WEBSITE at https://www.scenomics.com/.
  • SERVICE. "SERVICE" shall mean CLIENT'S ability to access and use the WEBSITE, including INTERACTIVE COMMUNICATION SERVICES, CONTENT, and USER ACCOUNT, referenced by this AGREEMENT. PROVIDER provides WEBSITE, including INTERACTIVE COMMUNICATION SERVICES, CONTENT, and USER ACCOUNT, as a SERVICE to CLIENT at the sole discretion of PROVIDER. CLIENT is responsible for providing all equipment necessary to use the SERVICE, including a computer, modem, and Internet access (including payment of all fees associated with such access), and PROVIDER shall have no obligations whatsoever in this regard.
  • USER ACCOUNT. "USER ACCOUNT" shall mean a database record containing CLIENT'S username, password, and email address, the existence of which authorizes CLIENT to access certain WEBSITE CONTENT and SERVICES that are not available to the general public.
  • GENERIC PERSONAL INFORMATION. "GENERIC PERSONAL INFORMATION" shall mean, non-exhaustively, general information such as CLIENT'S name, mailing address, IP address, and telephone number.
  • SENSITIVE PERSONAL INFORMATION. "SENSITIVE PERSONAL INFORMATION" shall mean, non-exhaustively, confidential information such as CLIENT'S social security number, social insurance number, bank account number, routing number, credit card number, debit card number, checking account number, personal identification number, credit card security code, debit card security code, and expiration date.
  • THIRD PARTY. "THIRD PARTY" shall mean any entity who is neither PROVIDER nor CLIENT in the context of this AGREEMENT.
  • SALES PARTNER. "SALES PARTNER" shall mean any THIRD PARTY, such as PayPal, Inc. or Amazon Web Services, Inc., contracted by PROVIDER to provide additional services, including but not limited to any of the following: identity verification, secure transaction processing, product fulfillment, and technical support.
  • PRINTED DOCUMENTS. "PRINTED DOCUMENTS" shall mean printed hard copies of CONTENT available on this WEBSITE.

Any terms not defined by this AGREEMENT shall be interpreted according to their generally accepted definitions. PROVIDER SHALL HAVE THE EXCLUSIVE RIGHT TO PROVIDE DEFINITIONS AS NEEDED TO RENDER THIS AGREEMENT ENFORCEABLE.

  1. GRANT OF LICENSE

    Subject to any terms and restrictions set forth herein PROVIDER hereby grants to CLIENT a limited, revocable, non-exclusive license to use PROVIDER'S CONTENT and SERVICES. Except as provided for by this AGREEMENT, CLIENT shall not duplicate any portion of this WEBSITE without obtaining prior, written permission from PROVIDER.

  2. AMENDING THIS AGREEMENT

    PROVIDER expressly reserves the right to change these TERMS OF USE from time to time without notice to CLIENT. CLIENT acknowledges and agrees that it is their responsibility to review these TERMS OF USE from time to time. CLIENT'S CONTINUED USE OF WEBSITE AFTER SUCH MODIFICATIONS SHALL CONSTITUTE ACCEPTANCE OF THE MODIFIED TERMS OF USE AND CLIENT AGREES TO BE BOUND BY THE MODIFIED TERMS OF USE.

    PROVIDER SHALL KEEP FOR REVIEW A CURRENT COPY OF THE "TERMS OF USE" AT THE FOLLOWING WEB ADDRESS:

    https://www.scenomics.com/corporate/legal/terms_of_use.php

  3. NO ACCESS RIGHTS

    CLIENT SHALL NOT HAVE ANY ACCESS RIGHTS TO 1.) THIS WEBSITE OR 2.) SERVICES OFFERED BY PROVIDER OR PROVIDER'S SALES PARTNERS, EXCEPT AT THE SOLE DISCRETION OF PROVIDER OR PROVIDER'S SALES PARTNERS.

    PROVIDER reserves the right to either modify or discontinue the WEBSITE, including any of the WEBSITE'S features, at any time, with or without notice to CLIENT. PROVIDER shall not be liable to CLIENT or any THIRD PARTY should PROVIDER exercise such right. Any new features that augment or enhance the then-current services on this WEBSITE shall also be subject to these TERMS OF USE.

  4. PROTECTED DATA

    CLIENT SHALL NOT WITHOUT PRIOR AUTHORIZATION USE ANY CONTENT STORED IN, NON-EXHAUSTIVELY, ANY NON-PUBLIC, PRIVATE, UNLISTED, HIDDEN, OR PROTECTED SECTION OF THIS WEBSITE. CLIENT SHALL NOT UNDER ANY CIRCUMSTANCES WHATSOEVER MAKE ANY EFFORT OR ATTEMPT TO DETERMINE WHICH PORTIONS OF THIS WEBSITE ARE NON-PUBLIC, PRIVATE, UNLISTED, HIDDEN, OR PROTECTED. ANY SUCH ACTIVITY SHALL CONSTITUTE A BREACH OF THIS AGREEMENT AND MAY CONSTITUTE A VIOLATION OF UNITED STATES LAW AND/OR LAWS IN THE JURISDICTION WHERE CLIENT RESIDES. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT PROVIDER'S RIGHT TO PURSUE ANY LEGAL REMEDY TO WHICH IT IS ENTITLED, INCLUDING CIVIL DAMAGES AND CRIMINAL CHARGES IF APPLICABLE, IN THE EVENT CLIENT VIOLATES THIS PROVISION OF THE AGREEMENT. CLIENT SHALL ASSUME LIABILITY FOR ANY CRIMINAL CHARGES WHICH MAY ARISE AS A RESULT OF ANY UNLAWFUL ACTIONS IN WHICH CLIENT PARTICIPATES. IN THE EVENT CLIENT VIOLATES THIS PROVISION OF THE AGREEMENT, CLIENT'S EXPECTATIONS OF PRIVACY AS OUTLINED BY THIS AGREEMENT SHALL BE NULL AND VOID, AND PROVIDER SHALL BE PERMITTED TO PROVIDE TO ITS AGENTS, AND TO LAW ENFORCEMENT, ANY INFORMATION REQUIRED TO PURSUE CIVIL DAMAGES AND CRIMINAL CHARGES TO THE MAXIMUM EXTENT ALLOWED BY LAW.

  5. CONTENT OWNERSHIP RIGHTS

    UNLESS STATED OTHERWISE, all CONTENT is the exclusive property of PROVIDER or PROVIDER'S SALES PARTNERS and CLIENT shall have no ownership rights whatsoever. All recommendations, suggestions, and modifications related to CONTENT, and provided to PROVIDER by CLIENT, shall become the property of PROVIDER. PROVIDER EXPRESSLY RESERVES ALL OWNERSHIP RIGHTS AND CLIENT SHALL NOT HAVE ANY OWNERSHIP RIGHTS WHATSOEVER.

    CLIENT acknowledges and agrees that all content presented to CLIENT on this WEBSITE is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of PROVIDER and/or its SALES PARTNERS. CLIENT is only permitted to use the content as expressly authorized by PROVIDER or the specific content provider.

    Neither PROVIDER nor its SALES PARTNERS warrant or represent that CLIENT'S use of materials displayed on, or obtained through, this WEBSITE will not infringe the rights of third parties.

    The following are registered trademarks, trademarks or service marks of PROVIDER: Scenomics, Scenome, ScenomePlatform. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of PROVIDER or its SALES PARTNERS. All other trademarks or service marks are property of their respective owners. Nothing in these TERMS OF USE grants to CLIENT any rights to use any trademark, service mark, logo, and/or the name of PROVIDER or its SALES PARTNERS.

  6. USER ACCOUNT OWNERSHIP RIGHTS

    All USER ACCOUNTS are the sole property of PROVIDER and CLIENT shall have no ownership rights whatsoever. All recommendations, suggestions, and modifications related to USER ACCOUNT, and provided to PROVIDER by CLIENT, shall become the property of PROVIDER.

    CLIENT acknowledges and agrees that all USER ACCOUNTS on this WEBSITE are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and are the sole property of PROVIDER. CLIENT is permitted to use the USER ACCOUNT only as expressly authorized by PROVIDER.

  7. DUPLICATION RIGHTS ARE LIMITED BY THIS AGREEMENT

    CLIENT shall have the right to produce a single printed document for each publicly viewable page on this WEBSITE if PRINTED DOCUMENTS are needed during the course of CLIENT'S normal business operations. CLIENT understands and agrees that any PRINTED DOCUMENTS and any derivations of PRINTED DOCUMENTS are for personal or internal use only. In any event, CLIENT shall not disseminate PRINTED DOCUMENTS to any THIRD PARTY.

    Except for a single copy made for personal use only, CLIENT may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this WEBSITE in any form or by any means without prior written permission from PROVIDER or the specific content provider, and CLIENT is solely responsible for obtaining permission before reusing any copyrighted materials that are available on WEBSITE. PROVIDER EXPRESSLY RESERVES ALL OTHER RIGHTS RELATED TO DUPLICATION.

    Any unauthorized use of the materials appearing on this WEBSITE may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

  8. CODE OF CONDUCT

    PROVIDER offers this WEBSITE and SERVICE at its own expense, as a function of PROVIDER'S goodwill. PROVIDER grants CLIENT the limited right to use this WEBSITE and SERVICE only as described by this AGREEMENT and expressly reserves all other rights. Notwithstanding any rights granted by this AGREEMENT, CLIENT shall not at any time engage in any form of unacceptable conduct. PROVIDER shall have the exclusive right to determine what constitutes unacceptable conduct.

    CLIENT'S use of the WEBSITE is subject to all applicable laws and regulations, and CLIENT is solely responsible for the substance of CLIENT'S communications through the site. By posting information in or otherwise using any INTERACTIVE COMMUNICATION SERVICES that may be available to CLIENT on or through this WEBSITE , CLIENT agrees that CLIENT will not upload, share, post, or otherwise distribute or facilitate distribution of any content, including text, communications, software, images, sounds, data, or other information, that:

    • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates PROVIDER'S rules or policies;
    • victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
    • infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
    • constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
    • contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of PROVIDER, SALES PARTNERS, or any THIRD PARTY; or
    • impersonates any person or entity, including any of PROVIDER'S or SALES PARTNERS'S employees or representatives.

    PROVIDER neither endorses nor assumes any liability for the contents of any material uploaded or submitted by THIRD PARTY users of the WEBSITE. PROVIDER generally does not pre-screen, monitor, or edit the CONTENT posted by users of INTERACTIVE COMMUNICATION SERVICES that may be available on or through this WEBSITE. However, PROVIDER and its agents have the right at their sole discretion to remove any content that, in PROVIDER'S exclusive judgment, does not comply with these TERMS OF USE and any other rules of user conduct for PROVIDER'S WEBSITE, or is otherwise harmful, objectionable, or inaccurate. PROVIDER is not responsible for any failure or delay in removing such CONTENT. CLIENT hereby consents to such removal and waives any claim against PROVIDER arising out of such removal of CONTENT. See "UNAUTHORIZED USE OF MATERIALS" below for a description of the procedures to be followed in the event that any party believes that CONTENT posted on this WEBSITE infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

    In addition, CLIENT may not use CLIENT'S USER ACCOUNT to breach security of another USER ACCOUNT or attempt to gain unauthorized access to another network or server. Not all areas of the WEBSITE may be available to CLIENT or other authorized users of the WEBSITE. CLIENT shall not interfere with anyone else's use and enjoyment of the WEBSITE or other similar services. Users who violate systems or network security may incur criminal or civil liability.

    CLIENT agrees that PROVIDER shall have the right to access, monitor, and remove CONTENT from CLIENT'S USER ACCOUNT without first notifying CLIENT.

    CLIENT agrees that PROVIDER may at any time, and at PROVIDER'S sole discretion, suspend, freeze, lock, or terminate CLIENT'S membership, USER ACCOUNT, or other affiliation with PROVIDER'S WEBSITE at any time without prior notice to CLIENT for any reason whatsoever. In addition, CLIENT acknowledges that PROVIDER will cooperate fully with any investigation related to violation of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

  9. THIRD PARTY WEBSITES AND INFORMATION

    This WEBSITE may link CLIENT to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under PROVIDER'S control, and CLIENT acknowledges that PROVIDER is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor is PROVIDER responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by PROVIDER, or any warranty of any kind, either express or implied.

  10. GDPR

    This WEBSITE uses cookies to track geographic location of CLIENT as well as other information such as the operating system, hardware, and web browser used to access the web site. Additional information about the device, user agent, and operating system of CLIENT are also tracked. This WEBSITE does not use cookies or any other technology to track CLIENT on any other web sites, and this WEBSITE does not collect any specified personal details, such as gender or age of CLIENT. European Union citizens can send all GDPR-related inquiries to support@scenomics.com.

    PROVIDER uses third party services from Amazon Web Services to provide website to CLIENT. For more information please see the Amazon Web Services GDPR Center.

    PROVIDER may use third party services from PayPal to provide website to CLIENT. For more information please see the Paypal GDPR Center.

  11. UNAUTHORIZED USE OF MATERIALS

    Subject to PROVIDER'S Privacy Policy, any communication or material that CLIENT transmits to this WEBSITE or to PROVIDER, whether by electronic mail, post, or other means, for any reason, will be treated as non-confidential and non-proprietary. CLIENT grants PROVIDER and its agents and SALES PARTNERS a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

    Please do not submit confidential or proprietary information to PROVIDER unless PROVIDER has mutually agreed in writing otherwise. PROVIDER is also unable to accept CLIENT'S unsolicited ideas or proposals, so please do not submit them to PROVIDER in any circumstance.

    PROVIDER respects the intellectual property of others, and asks CLIENT to do the same. If CLIENT believes its copyright, trademark or other property rights have been infringed by a posting on this WEBSITE , CLIENT shall immediately send notice to PROVIDER. Notices to PROVIDER shall be sent to support@scenomics.com.

    To be effective, the notification must:

    1. Identify in sufficient detail the copyrighted work that CLIENT believes has been infringed upon or other information sufficient to specify the copyrighted work being infringed.
    2. Identify the material that CLIENT claims is infringing the copyrighted work listed in item #1, above.
    3. Provide information reasonably sufficient to permit PROVIDER to contact CLIENT ( email address is preferred ).
    4. Provide information, if possible, sufficient to permit PROVIDER to notify the owner/administrator of the allegedly infringing web page or other content ( email address is preferred ).
    5. Include the following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law."
    6. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
    7. Sign the notification.
    8. Send the written communication as instructed in the "NOTICES" section below.

    CLIENT acknowledges and agrees that upon receipt of a notice of a claim of copyright infringement, PROVIDER may immediately remove the identified materials from its WEBSITE without liability to CLIENT or any other THIRD PARTY and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

  12. IDENTITY VERIFICATION

    In order to comply with U.S Department of Commerce, U.S. Treasury Department, and U.S. State Department regulations, PROVIDER may verify CLIENT'S identity and country of residence. CLIENT understands and agrees that products offered by PROVIDER shall be available for purchase subject to the following terms and conditions as required by United States Federal Law and/or regulations:

    The process of verifying CLIENT'S identity starts when CLIENT visits the website of PROVIDER'S SALES PARTNER and initiates a purchase transaction by providing (non-exhaustively ) I.) a given name and/or the name of a legally-registered entity, II.) a valid postal address and postal code, III.) a valid telephone number, IV.) a financial instrument through which CLIENT provides consideration to PROVIDER, and V.) any additional information required to use the financial instrument, which may include a security code, or personal identification number, or date of birth. The purchase transaction is completed when CLIENT provides legal consent to use the financial instrument to conduct the transaction. PROVIDER'S SALES PARTNER verifies CLIENT'S identity at least once during the purchase transaction using proprietary methods which are unknown to PROVIDER. In addition to any verification procedures conducted by PROVIDER'S SALES PARTNER during any purchase transaction, PROVIDER verifies CLIENT'S identity by ( non-exhaustively ): I.) using the given name provided to PROVIDER by CLIENT, or II.) using the name or title of the legally-registered entity provided to PROVIDER by CLIENT, or III.) when permitted or required by law, PROVIDER may elect to use certain information inherent to the financial instrument provided by CLIENT, or IV.) all these steps. When and if permitted or required by law, either PROVIDER or its SALES PARTNER may elect to contact the institution that issued the financial instrument, either to verify the fitness and validity of the financial instrument provided by CLIENT or to verify CLIENT'S identity.

    PURSUANT TO UNITED STATES FEDERAL LAW, PROVIDER MAY REFUSE TO CONDUCT BUSINESS WITH CLIENT FOR ANY LAWFUL REASON WHATSOEVER. PROVIDER EXPRESSLY RESERVES THE RIGHT TO DETERMINE THE FITNESS, VALIDITY, AND LEGALITY OF ANY FINANCIAL INSTRUMENT PROVIDED BY CLIENT.

  13. PRICING TERMS & CONDITIONS

    ALL PRICES QUOTED ARE THE FULL, RETAIL PRICE FOR ANY PRODUCT LISTED AND DO NOT INCLUDE TAXES, TARIFFS, OR ANY DUTIES THAT MAY APPLY. PROVIDER GUARANTEES THE PRICE QUOTED BY THE WEBSITE, PLUS ANY TAXES, DUTIES, TARIFFS, AND SHIPPING FEES, IS THE TOTAL AMOUNT CLIENT SHALL PAY AT THE TIME OF PURCHASE FOR PURCHASES MADE ON THAT DAY ONLY. PRICES QUOTED BY WEBSITE SHALL NOT NECESSARILY CARRY FORWARD TO THE NEXT BUSINESS DAY, AND PROVIDER EXPRESSLY RESERVES THE RIGHT TO CHANGE THE PRICES QUOTED BY THE WEBSITE AT ANY TIME WITHOUT NOTICE. ANY CHANGES TO THE PRICE QUOTED BY THE WEBSITE SHALL TAKE EFFECT IMMEDIATELY ON THE NEXT BUSINESS DAY, OR WEEKEND DAY IF APPLICABLE. PROVIDER RESERVES THE RIGHT TO CHARGE MORE OR LESS BASED ON ITS DISCRETION, OR WHAT THE MARKET WILL BEAR, OR FOR ANY OTHER REASON. CLIENT SHALL HAVE NO RIGHT TO SET PRICES OFFERED BY THIS WEBSITE.

  14. INFORMATION COLLECTED BY PROVIDER

    The WEBSITE tracks incoming IP addresses and determines the geographic location of every single visitor. All visitor activity on WEBSITE is monitored 24 hours a day for each of the 365 days that occur in a single calendar year. The WEBSITE may collect generic personal information such as, non-exhaustively, names, email addresses, and phone numbers, but only when this information is provided by CLIENT. Generic personal information may be transmitted to PROVIDER via an insecure web connection ( http instead of https ), but transmission occurs only after CLIENT provides legal consent and includes only the information explicitly provided by CLIENT. Pursuant to United States Federal Law, generic information, such as ( non-exhaustively ) an IP address, may be collected by the computing hardware and software that provide the SERVICE. PROVIDER MAY ELECT TO STORE INFORMATION PERPETUALLY.

  15. CLIENT'S SENSITIVE PERSONAL INFORMATION

    CLIENT IS EXPOSED TO SERIOUS HARM AND SERIOUS ADVERSITY WHENEVER CLIENT REVEALS SENSITIVE PERSONAL INFORMATION TO ANY THIRD PARTY. WHILE THIS WEBSITE DOES NOT COLLECT SENSITIVE PERSONAL INFORMATION, THIS WEBSITE CONTAINS LINKS TO THIRD PARTY WEB SITES THAT DO COLLECT SENSITIVE PERSONAL INFORMATION. CLIENT UNDERSTANDS AND AGREES THAT PROVIDER HAS FULLY DISCLOSED TO CLIENT THE SERIOUS RISKS RELATED TO REVEALING SENSITIVE PERSONAL INFORMATION TO ANY THIRD PARTY, AND CLIENT AGREES PROVIDER HAS, AT PROVIDER'S OWN EXPENSE, ENACTED ADEQUATE MEASURES TO ENSURE DATA SECURITY AND AGREES TO RELEASE PROVIDER FROM ALL LIABILITY, WHETHER RELATED-TO OR ARISING-FROM CERTAIN INHERENT RISKS, SUCH AS UNWANTED DISCLOSURE OF CLIENT'S PERSONAL INFORMATION, THAT MAY ARISE WHEN CLIENT ELECTS TO PROVIDE SENSITIVE PERSONAL INFORMATION TO PROVIDER OR ANY THIRD PARTY.

    WHEN CLIENT PURCHASES PRODUCTS FROM PROVIDER, CLIENT'S SENSITIVE PERSONAL INFORMATION IS RECORDED BY PROVIDER'S SALES PARTNERS. SOME INFORMATION COLLECTED BY PROVIDER'S SALES PARTNERS MAY BE STORED PERPETUALLY USING TECHNIQUES AND STANDARDS UNKNOWN TO PROVIDER. PROVIDER'S SALES PARTNERS PROVIDE INFORMATION TO PROVIDER WHICH MAY INCLUDE CLIENT'S SENSITIVE PERSONAL INFORMATION AND OTHER INFORMATION REQUIRED TO VERIFY CLIENT'S IDENTITY. PROVIDER, IN ITS SOLE DISCRETION, MAY ELECT TO KEEP DETAILED SALES AND TRANSACTIONS RECORDS THAT INCLUDE, WITHOUT LIMITATION, ANY SENSITIVE PERSONAL INFORMATION PROVIDER OR ITS SALES PARTNERS HAVE COLLECTED, ANY PERSONAL INFORMATION PROVIDED BY CLIENT, AND ANY OTHER INFORMATION PROVIDER DEEMS NECESSARY FOR ITS BUSINESS OPERATIONS.

    PROVIDER RELIES ON A VARIETY OF WELL KNOWN SALES PARTNERS SUCH AS PAYPAL AND AMAZON WEB SERVICES., TO PROVIDE SECURE TRANSACTION PROCESSING AND SECURE COMPUTING HARDWARE AND SOFTWARE. CLIENT'S SENSITIVE PERSONAL INFORMATION IS STORED INSIDE SECURE DATA CENTERS OPERATED BY PROVIDER'S SALES PARTNERS. CLIENT'S PERSONAL INFORMATION SHALL BE HELD BY PROVIDER IN THE STRICTEST CONFIDENCE AND SHALL NOT BE TRANSMITTED TO ANY THIRD PARTY VIA ANY INSECURE METHOD; HOWEVER SOME SALES PARTNERS MAY TRANSMIT THIS INFORMATION VIA FACSIMILE OR TELEPHONE OR OTHER METHODS WHICH ARE UNKNOWN TO PROVIDER. PROVIDER SHALL NOT DISCLOSE TO ANY THIRD PARTY THE IDENTITY OF CLIENT, CLIENT'S LINE OF BUSINESS, NOR ANY OTHER INFORMATION ABOUT ANY CLIENT EXCEPT I.) AS NEEDED TO FULFILL PRODUCT ORDERS OR PROVIDE TECHNICAL SUPPORT, II.) WHEN CLIENT REQUESTS DISCLOSURE, III.) IF ORDERED TO DISCLOSE SUCH INFORMATION BY A COURT OF COMPETENT JURISDICTION, OR IV.) AS PART OF ITS BUSINESS OPERATIONS, PROVIDER MAY ELECT TO PROVIDE CLIENT'S SENSITIVE PERSONAL INFORMATION TO PROVIDER'S BANKS, CERTIFIED PUBLIC ACCOUNTANTS, OR ATTORNEYS BUT SHALL DO SO ONLY IF THE EXPECTATION OF CONFIDENTIALITY, WHETHER BY AGREEMENT OR LAW, EXISTS BETWEEN PROVIDER AND ANY THIRD PARTY RECEIVING CLIENT'S SENSITIVE PERSONAL INFORMATION.

    PROVIDER NEVER REQUESTS CLIENT'S SENSITIVE PERSONAL INFORMATION BY EMAIL, AND PROVIDER NEVER REQUESTS CLIENT'S SOCIAL SECURITY NUMBER OR SOCIAL INSURANCE NUMBER, THROUGH OR BY ANY MEANS, UNDER ANY CIRCUMSTANCES WHATSOEVER.

  16. LIMITATION OF LIABILITY

    IN NO EVENT SHALL PROVIDER OR ITS SALES PARTNERS BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, PROFITS, REVENUE OR OPPORTUNITIES, WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE OR THE USE OF ANY THIRD PARTY WEB SITE REFERENCED OR LINKED TO FROM THIS WEBSITE.

    PROVIDER'S LIABILITY FOR ANY OTHER DAMAGES SHALL IN NO EVENT EXCEED THE AMOUNT CLIENT PAID UNDER THIS AGREEMENT.

    THIS LIMITATION OF PROVIDER'S LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING BY NEGLIGENCE OR ANY OTHER BASIS.

    FURTHER, PROVIDER SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS WEBSITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS WEBSITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

    SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO CLIENT.

    THESE OBLIGATIONS SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

  17. DISCLAIMER OF WARRANTIES

    ALL MATERIALS AND SERVICES ON THIS WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET CLIENTS REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY CLIENT FROM THE WEBSITE FROM PROVIDER OR ITS SALES PARTNERS WILL MEET CLIENT'S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

    THIS WEBSITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. PROVIDER MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS WEBSITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS WEBSITE MAY BE OUT OF DATE, AND PROVIDER MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

    THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS WEBSITE IS DONE AT CLIENTS OWN DISCRETION AND RISK AND WITH CLIENT'S AGREEMENT THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

    Through CLIENT'S use of the WEBSITE , CLIENT may have the opportunities to engage in commercial transactions with other users and vendors. CLIENT acknowledges that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and CLIENT. PROVIDER MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS WEBSITE, AND CLIENT UNDERSTANDS AND AGREES THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT CLIENT'S OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS WEBSITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY PROVIDER OR ANY OTHER OF ITS SALES PARTNERS.

    Content available through this WEBSITE may represent the opinions and judgments of an information provider, WEBSITE user, or other person or entity not connected with PROVIDER. PROVIDER does not endorse, nor is PROVIDER responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than a spokesperson authorized by PROVIDER speaking in his/her official capacity on PROVIDER'S behalf.

    CLIENT understands and agrees that temporary interruptions of the SERVICES available through this site may occur as normal events. CLIENT further understands and agrees that PROVIDER has no control over third party networks CLIENT may access in the course of the use of this WEBSITE, and therefore, delays and disruption of other network transmissions are completely beyond PROVIDER'S control.

    CLIENT understands and agrees that the SERVICES available on this WEBSITE are provided "AS IS" and "AS AVAILABLE" and that PROVIDER assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any CLIENT communications or personalization settings.

    SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS ON WARRANTIES MAY NOT APPLY TO CLIENT.

  18. INDEMNIFICATION

    Upon a request by PROVIDER, CLIENT agrees to defend, indemnify, and hold PROVIDER and its SALES PARTNERS harmless from all liabilities, claims, and expenses, including attorney's fees, that arise from CLIENT'S use or misuse of this WEBSITE. PROVIDER reserves the right, at PROVIDER'S own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by CLIENT, in which event CLIENT will cooperate with PROVIDER in asserting any available defenses.

  19. USERNAME AND PASSWORD

    CLIENT is solely responsible for maintaining the confidentiality of CLIENT'S password and USER ACCOUNT, and for any and all statements made, and acts or omissions that occur through the use of CLIENT'S password and USER ACCOUNT. Therefore, CLIENT must take steps to ensure that others do not gain access to CLIENT'S username/password and USER ACCOUNT. PROVIDER will never ask CLIENT for CLIENT'S password. CLIENT may not transfer or share CLIENT'S USER ACCOUNT with anyone (such as sharing account username/password), and PROVIDER reserves the right to immediately terminate CLIENT'S USER ACCOUNT if CLIENT does transfer or share CLIENT'S account.

  20. PARTICIPATION IN PROMOTIONS

    From time to time, this WEBSITE may include advertisements offered by THIRD PARTIES. CLIENT may enter into correspondence with or participate in promotions of the advertisers showing their products on this WEBSITE. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between CLIENT and the advertiser. PROVIDER assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.

  21. INTERACTIVE COMMUNICATION SERVICES

    PROVIDER may make INTERACTIVE COMMUNICATION SERVICES available to users of PROVIDER'S WEBSITE, either directly or through a THIRD PARTY provider. PROVIDER may make available separate supplemental agreements characterizing the relationship between CLIENT and PROVIDER that, except where expressly noted or contradictory, includes these TERMS OF USE.

    PROVIDER may employ automated monitoring devices or techniques to protect CLIENT from mass unsolicited communications ( also known as "spam" ) and/or other types of electronic communications that PROVIDER deems inconsistent with its business purposes. However, such devices or techniques are not perfect, and PROVIDER will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

    CLIENTS USING INTERACTIVE COMMUNICATION SERVICES SHALL NOT HAVE ANY RIGHT WHATSOEVER TO PRIVATE COMMUNICATION. PROVIDER MAY REVIEW THE CONTENTS OF CLIENT'S COMMUNICATIONS AT ANY TIME AND WITHOUT NOTICE TO CLIENT.

  22. INTERNATIONAL USE

    Although this WEBSITE may be accessible worldwide, PROVIDER makes no representation that materials on this WEBSITE are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this WEBSITE from other locations do so of their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this WEBSITE is void where prohibited.

  23. SCOPE OF AGREEMENT

    THE SCOPE OF THIS AGREEMENT IS LIMITED TO THE WEBSITE OPERATED BY PROVIDER. THIS AGREEMENT EXPRESSLY DOES NOT GRANT TO CLIENT ANY RIGHT TO USE PRODUCTS OR SERVICES OUTSIDE THE SCOPE OF THIS AGREEMENT.

  24. GOVERNING LAW

    This AGREEMENT is governed by the laws of the State of Minnesota in the United States of America. This WEBSITE, excluding any linked sites, is controlled by PROVIDER from its offices within the State of Minnesota. The WEBSITE can be accessed from all 50 states, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of Minnesota, by accessing this WEBSITE, CLIENT and PROVIDER agree that the statutes and laws of the State of Minnesota shall apply, without regard to the conflicts of laws principles thereof and the United Nations Convention on Contracts for the International Sales of Goods, to any matters relating to the use of this WEBSITE and the purchase of products and services available through this WEBSITE. EACH PARTY EXPRESSLY CONSENTS TO JURISDICTION AND VENUE IN RAMSEY COUNTY, MINNESOTA, UNITED STATES OF AMERICA.

  25. NOTICES
  26. All notices to a party of this AGREEMENT shall be made in writing. Notices to PROVIDER shall be sent to support@scenomics.com. Notices to CLIENT shall be sent to the email address provided by CLIENT and stored by PROVIDER inside CLIENT'S USER ACCOUNT database record. In addition, PROVIDER may broadcast notices or messages through the WEBSITE to inform CLIENT of changes to the WEBSITE or other matters of importance, and such broadcasts shall constitute notice to CLIENT at the time of sending. It shall be CLIENT'S responsibility to provide to PROVIDER an accurate and current email address.

  27. SEVERABILITY

    If any portion of this AGREEMENT is deemed invalid or unenforceable by a court of competent jurisdiction. 1.) the remainder of this AGREEMENT shall remain in effect, 2.) PROVIDER shall be allowed to revise the portion deemed invalid or unenforceable as needed to render this AGREEMENT enforceable, and 3.) CLIENT shall comply with the terms set forth in any such revision. PROVIDER MAY IN ITS SOLE DISCRETION IMPLEMENT THE MINIMUM REVISION REQUIRED TO RENDER THIS AGREEMENT ENFORCEABLE. The failure of either party to enforce any provision of this AGREEMENT shall not be deemed a waiver of that party's right to later enforce that provision or any other provision.

  28. SECTION HEADINGS

    The section headings contained in this AGREEMENT are for reference purposes only and shall not in any way control the meaning or interpretation of this AGREEMENT.

  29. RESERVATION OF RIGHTS

    PROVIDER expressly reserves all rights not granted by this AGREEMENT.

  30. ENTIRE AGREEMENT

    This AGREEMENT constitutes the entire contract between PROVIDER and CLIENT. CLIENT ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND ACCEPTS THE TERMS SET FORTH HEREIN. THIS AGREEMENT IS EXECUTED, WITH GOOD FAITH AND BEST WISHES, BY THE SCENOMICS LLC MEMBERS ON BEHALF OF SCENOMICS LLC, A MINNESOTA LIMITED-LIABILITY COMPANY.