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 Service 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:
For the purposes of this AGREEMENT, definitions for the following terms are provided below:
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.
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.
AMENDING THIS AGREEMENT
CLIENT'S CONTINUED USE OF WEBSITE AFTER SUCH MODIFICATIONS
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
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.
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
service mark, logo, and/or the name of PROVIDER or its SALES PARTNERS.
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
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.
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
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.
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
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.
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.
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
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 firstname.lastname@example.org.
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.
UNAUTHORIZED USE OF MATERIALS
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 be effective, the notification must:
- 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.
- Identify the material that CLIENT claims is infringing the copyrighted work listed in item #1, above.
- Provide information reasonably sufficient to permit PROVIDER to contact CLIENT ( email address is preferred ).
- 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 ).
- 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."
- 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."
- Sign the notification.
- 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.
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.
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.
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.
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
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.
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
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
All notices to a party of this AGREEMENT shall be made in writing. Notices to
PROVIDER shall be sent to email@example.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.
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.
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.
RESERVATION OF RIGHTS
PROVIDER expressly reserves all rights not granted by this 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.