Terms of Use
COMBINED TERMS OF USE AND PRIVACY POLICY
By using the software, documents, web portals, and other materials provided by Special Pathogens Laboratory, LLC (“SPL”)(collectively, the “Materials”) you agree to comply with and be bound by this Combined Terms of Use and Privacy Policy(these “Terms”). Please review these Terms carefully. If you do not agree to these Terms, you should not use the Materials. For the purposes of these Terms, “you” means you, the end user of the Materials.
These Terms may be modified at any time. You can view the most recent version of these Terms at any time at www.specialpathogenslab.com. Your continued use of the Materials shall be deemed acceptance of any new or different Terms.
1. LICENSE GRANT. SPL hereby grants to you a non-exclusive and non-transferable license to use the Materials and any related documentation including reports generated using the Materials (the “Documentation”) solely for its intended purpose during the applicable Subscription Term for the Materials as described below, according to the provisions contained in these Terms and subject to payment of applicable fees. You shall not: (a) lease, rent, distribute or sublicense the Materials or Documentation; (b) use the Materials in a time-sharing arrange mentor in any other unauthorized manner; (c) modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Materials or Documentation or assist someone in doing so; (d) transfer or assign the Materials, Documentation, and/or these Terms to another party without the prior written consent of SPL; or (e) import or export the Materials or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. No license is granted to you in the human readable code of any software (source code). You agree to comply with all applicable laws regarding your use of the Materials and Documentation. You further agree that information provided by you is truthful and accurate to the best of your knowledge and will not infringe the intellectual property or other proprietary rights of a third party.
2. SUBSCRIPTION TERM. The initial Subscription Term shall be for a period of one (1) year. The Subscription Term will automatically renew for additional, successive one (1) year Subscription Terms unless either party provides the other with written notice of their intent not to renew these Terms no later than thirty (30) days prior to the end of the current Subscription Term. Your data will not be accessible after termination of your subscription. SPL will not, and has no obligation to, retain any of your data after termination. It is your responsibility to ensure that you export a copy of your data as a PDF prior to termination.
3. OWNERSHIP. You agree that SPL owns and holds all right, title, and interest in and to the Materials and any Documentation and all enhancements, modifications, improvements, and copies thereof regardless of the form or media. SPL shall also retain all right, title, and interest in and to all patents, copyrights, trade secrets, trademarks, or any other rights in the Materials and Documentation. SPL shall own all recommendations, feedback, or other suggestions you provide to SPL. You retain ownership of all data you generate, store, disclose, or transmit while using the Materials and hereby grant to SPL a non-exclusive, perpetual license to use your data solely for SPL’s own business purposes and to improve or enhance the Materials or other SPL products or services.
4. PRIVACY POLICY. This Section 4 sets forth SPL’s Privacy Policy related to the Materials. This Section 4 does not apply to any privacy practices of third party vendors that may provide products or services in connection with your use of the Materials.
A. Information We Collect. In the course providing the Materials, SPL may collect and/or receive the following types of information(collectively, the “Information”). You authorize us to collect and/or receive such Information.
Personal Information. When you create an account or contact SPL for information or support, you will be required to provide SPL with certain personal information about yourself which may include, but is not limited to, your name, e-mail address, physical address, phone number, and other similar types of information.
Payment Information. If you subscribe to a SPL service or a feature of the Materials that requires a fee, you will be required to provide us with your payment information, including, without limitation, bank account numbers, credit card or debit card numbers, account details, ACH information, and similar data (collectively, “Payment Information”). Payment Information will be collected and processed by our third-party payment vendors pursuant to the terms and conditions of their privacy policies and terms of use. Currently, SPL’s payment vendor is Authorize.net but SPL may change this vendor from time to time. Credit card numbers will be saved in authoriz.net and used for the auto-renewal. SPL makes no representations or warranties with respect to third-party vendors and shall have no liability in connection with their processing of your Payment Information. You should read the terms and policies of any third-party vendor you provide Payment Information to.
Third-Party Analytics. SPL may use third-party technology providers, advertisers, or agencies for various services (e.g., Google Analytics) to compile reports on your activity, analyze performance metrics, and collect and evaluate other information relating to your use of certain Materials such as software or web portals. These third parties use cookies and other technologies to help analyze and provide us the data. You consent to the processing of data about you by these analytics providers in the manner and for the purposes set out in this Privacy Policy. For more information on these third parties, please visit www.google.com.
Other Information. SPL may automatically collect or receive additional information regarding you and your use of the Materials such as software or web portals including but not limited to information about your computer and mobile devices used to access the Materials such as IP addresses, browser type, referring and exit URLs, network type, carrier, and other information that you voluntarily provide (collectively, the “Other Information”). SPL may use both cookies and other technologies to help us collect data and to enhance your experience with the Materials.
B. How Information is Used. You authorize SPL to use your Information to: (a) provide and improve the Materials and other SPL products and services; (b) solicit your feedback; (c) create an account for you for other related SPL products or services; and (d) inform you about other SPL and third party products and services. SPL may also engage third-party companies and individuals to perform functions on SPL’s behalf such as providing technical assistance, customer service, marketing assistance, and administration of SPL products and services. These other companies and individuals will have access to the Information only as necessary to perform their functions and to the extent permitted by law. The Materials may analyze certain Information in anonymized and aggregate form to operate, maintain, manage, and improve the Materials and SPL’s other products and services. SPL may share and/or license this aggregate data to third parties.
C. How We Protect Your Information. SPL takes commercially reasonable steps to protect the Information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. No security system is impenetrable. SPL cannot guarantee the security of the Materials, SPL networks, or the networks of third parties with which your Information may be shared.
5. THIRD PARTY PRODUCTS AND SERVICES. The Materials may incorporate or link to products and services provided by third-party vendors and may be governed by different terms and policies of that third party vendor. SPL makes no representations and warranties with respect to these third party vendors and shall have no liability in connection with your use of their products or services. You should carefully review the terms and policies of any third party vendor.
6. GOVERNING LAW. The laws of the Commonwealth of Pennsylvania shall govern the construction of these Terms and you agree to be subject to personal jurisdiction in the Commonwealth of Pennsylvania for the purposes of enforcing the provisions of these Terms or in the event of any dispute between you and SPL.
7. DISCLAIMER OF WARRANTIES. THE MATERIALS AREPROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. YOU AGREE THAT USE OF THE MATERIALS IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE, LAW, SPL DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.SPL DOES NOT WARRANT THAT ANY FUNCTION OR CONTENT CONTAINED INTHE MATERIALS OR ANY OTHER SERVICE PROVIDED BY SPL WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE MATERIALS OR THE ASSOCIATED SERVER THAT MAKES THEMAVAILABLEARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SPL DOES NOT WARRANT OR MAKE ANYREPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF ANY MATERIALS, SERVICE, OR CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. YOU ACKNOWLEDGE THAT THE MATERIALSMAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND SPL MAY MAKE CHANGES OR IMPROVEMENTS TO THE MATERIALS AT ANY TIME. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE MATERIALS SHALL BE TO DISCONTINUE USING THE MATERIALS.
8. LIMIT OF LIABILITY. UNDER NO CIRCUMSTANCES WILL SPL BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE MATERIALS, YOUR USE OF THE MATERIALS, OR ANY CONTENT CONTAINED THEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE MATERIALS AND/OR ITS CONTENT IS TO CEASE ALL OF USE OF THE MATERIALS AND/OR ITS CONTENT.
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE MATERIALS, ANY SERVICE PROVIDED BY SPL, OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE.
9. INDEMNIFICATION. You agree to indemnify, defend and hold SPL and our partners, employees, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your breach of this Agreement or your use of the Materials or Documentation.
10. MISCELLANEOUS. In the event any provision of these Terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired. These Terms reflect the complete and exclusive agreement between you and SPL related to the Materials. These Terms may only be modified by a written agreement signed by both you and SPL. SPL shall not be liable for any failure or delay in the performance of its obligations if such failure or delay is due to causes beyond its control, in which event SPL shall be excused from its obligations for the period of the delay and for a reasonable time there after. Nothing contained in these Terms shall be construed to create any partnership, joint venture, employee, agent, or other relationship between the parties and the parties shall at all times remain independent contactors.
11. CONTACT INFORMATION. If you have any questions regarding these Terms, please contact SPL at jlesjak@specialpathogenslab.com.