Terms of Use

TERMS OF USE AND PRIVACY POLICY

By using the software, documents, web portals, and other materials (collectively, the “Materials”) provided by Special Pathogens Laboratory, LLC (“SPL”), you as the end user agree to comply with, and be bound by, these Combined Terms of Use and Privacy Policy (the “Terms”). Please review the Terms carefully. If you cannot agree to the Terms, you should not use the Materials.

SPL may modify the Terms at any time. The most recent version of the Terms can be found 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 as the end user a non-exclusive and non-transferable license to use the Materials and any related documentation (including reports that are generated during your use of the Materials) (the “Documentation”) solely for the agreed-upon purpose during the applicable Subscription Term as described below, in accordance with the Terms, and subject to the 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 or 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 the 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 from which you have imported or to which you have exported.

You are not granted any license to the source code. You agree to comply with all applicable laws regarding your use of the Materials and Documentation. You further agree that all information that you will provide is truthful, accurate, and, to the best of your knowledge, will not infringe on the intellectual property or other proprietary rights of a third party. 

2. OWNERSHIP.You agree that SPL owns and holds all right, title, and interest in and to the Materials, 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. Any recommendations, feedback, or other suggestions you provide to SPL shall similarly belong to SPL. You will retain ownership of all data you generate, store, disclose, or transmit while using the Materials, but hereby grant to SPL a non-exclusive, perpetual license to use your data solely for SPL’s own business purposes and/or to improve or enhance the Materials or other SPL products or services.

3. PRIVACY POLICY.This section sets forth SPL’s Privacy Policy related to the Materials. It 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 of providing the Materials, SPL may collect and/or receive the following types of information (collectively, the “Information”), which you hereby authorize us to collect and/or receive.

Personal Details. When you create an account or contact SPL for information or support, you will be required to provide SPL with certain personal details, including but not limited to, your name, e-mail address, physical address, and phone number.

Payment Details. If you subscribe to an 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, and ACH information. This information will be collected and processed by our third-party payment vendors pursuant to their own privacy policies and terms of use. SPL makes no representations or warranties with respect to third-party vendors and shall have no liability in connection with their processing of your information. We do encourage you to read the terms and policies of any third-party vendor to whom you provide such information.

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 with additional details. You consent to the processing of this Information about you by these analytics providers in the manner and for the purposes set out in this Privacy Policy.

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, details 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. 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 the 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 certain services 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 the 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 such aggregated 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 the Information may be shared.

4. 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.

5. GOVERNING LAW.The laws of the State of Delaware shall govern the construction of the Terms and you agree to be subject to personal jurisdiction in the State of Delaware for the purposes of enforcing the Terms or in the event of any dispute between you and SPL.

6. DISCLAIMER OF WARRANTIES. THE MATERIALS ARE PROVIDED 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 IN THE 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 THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SPL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF ANY MATERIALS, SERVICE, OR CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. YOU ACKNOWLEDGE THAT THE MATERIALS MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND SPL MAY MAKE CHANGES OR IMPROVEMENTS TO THE MATERIALS AT ANY TIME.

7. LIMITATION OF LIABILITY; TIME LIMIT. 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. SPL’S MAXIMUM LIABILITY RELATING TO SERVICES RENDERED HEREUNDER SHALL, REGARDLESS OF THE FORM OF ACTION, BE LIMITED TO CHARGES PAID BY YOU TO SPL FOR THE SERVICES. NOTWITHSTANDING 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.

8. 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.

9. MISCELLANEOUS. If any provision of the 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. The Terms reflect the complete and exclusive agreement between you and SPL related to the Materials. The 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 thereafter. Nothing contained in the 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.

10. CONTACT INFORMATION.If you have any questions regarding the Terms, please contact SPL at clientservices@specialpathogenslab.com.