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Terms of Use

Last updated: May 2021

Please read these Terms of Use (these “Terms”) carefully before using or accessing our Websites. These Terms are a binding between you and FlowMetric Life Sciences.

DEFINITIONS

“FlowMetric Life Sciences”, “we”, “our”, or “us” refer to FlowMetric Life Sciences, Inc. or its subsidiary or affiliate that maintains the Website linking to these Terms.

“FlowMetric Life Sciences Parties” refers to FlowMetric Life Sciences and our content providers, and all of our or their respective directors, officers, employees, agents, contractors and representatives.

“Website” or “Websites” refer to any and all of our websites that include links to these Terms. “You” refers to you in your individual capacity and, if applicable, to your employer or institution if you are accessing our Websites in your capacity as an employee, agent, or other representative of such an entity.

NOTICE OF AGREEMENT

BY USING OR ACCESSING ANY OF OUR WEBSITES, YOU STATE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. YOUR AGREEMENT TO THESE TERMS DOES NOT REQUIRE EXPLICIT CONFIRMATION (E.G., CLICKING “I AGREE”). YOU ARE NOT PERMITTED TO USE ANY OF OUR WEBSITES IF YOU DO NOT AGREE TO THESE TERMS.

ACCORDINGLY, YOUR USE OF THESE TERMS INCLUDE:

  1. A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US;
  2. A WAIVER OF RIGHTS TO A JURY TRIAL IN ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF YOUR USE OF OUR WEBSITES OR THESE TERMS; AND
  3. A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US AND CERTAIN THIRD PARTIES THAT MAY ARISE OUT OF YOUR USE OF ANY OF THE WEBSITES.

These Terms incorporate our Online Privacy Policy by reference in its entirety, located here. For information on the data we collect, how we use or share such data, and other details, please refer to the Online Privacy Policy. Please read the Online Privacy Policy carefully, as your use of our Websites or agreement to these Terms constitutes agreement to the Online Privacy Policy.

NO MEDICAL ADVICE

IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, PLEASE IMMEDIATELY CALL 911 IF YOU ARE IN THE UNITED STATES OR THE EQUIVALENT EMERGENCY NUMBER IF YOU ARE IN ANOTHER COUNTRY.

Any information, files, documents, text, photographs, images, audio, and materials available or downloadable on or from our Websites (collectively “Content”), including, without limitation, any information about diseases, conditions, treatments, or products, are for informational purposes only. The Content is not a substitute for professional medical advice, diagnosis, or treatment. The Content should not be construed as advising or recommending any decision or action related to your health or the health of others. We do not monitor or authenticate the Content for accuracy, safety, or reliability. Inclusion of any particular Content is not an endorsement or recommendation of a specific treatment, medicine, or physician. You rely on such Content solely at your own risk. You should consult a doctor or other qualified health care professional if you have questions about your health or before making any health care decisions.

If you are a doctor or other qualified health care professional, our Websites and Content are not a substitute for your own medical judgment. Please carefully review the Content provided on our Websites before deciding whether any of the products, services, or treatments described therein are right for you or others. Further, you agree not to offer any medical advice or treatment on our Websites.

SCOPE OF THESE TERMS

We have designed our Websites to provide general information about us, our products, and our research to users who are at least 18 years old.

Our VaxEffect Test and other clinical laboratory services are diagnostic tests that can only be ordered by an authorized health care provider at this time. Information submitted to us in connection with our clinical laboratory service that comprises protected health information is governed by other policies that are compliant with the Health Information Portability and Accountability Act (HIPAA).

YOUR OBLIGATIONS

If you access and use any of our Websites outside the United States, you are solely responsible for complying with all applicable local, state, federal, national, provincial, foreign, and international statutes, treaties, regulations, rules, orders, and other laws (each, a “Law”) with respect to such access and use. Access to our Websites from jurisdictions where the contents are illegal or penalized, or where these Terms are not enforceable in full, is strictly prohibited. We make no representation that materials in our Websites are appropriate or available for use in all locations worldwide.

You are not obligated to register with us in order to access our Websites. However, we will offer certain features and services for which registration is necessary. If you elect to register, you agree to provide and update true, current and complete information about yourself and, if applicable, your employer, institution or other entity on whose behalf you are accessing such features or services. Such features or services may be subject to additional terms (“Additional Terms”), which will be described in separate policies posted on the applicable Websites. If you create a password or any other authentication information as part of your registration, you agree to treat such information as confidential and take appropriate steps to keep it secure. The Additional Terms will supplement these Terms and will control over any conflict between the Additional Terms and these Terms with respect to the specific Websites, features, services or portions of any of the foregoing, subject to the Additional Terms.

If you wish to link to any of our Websites, you may include an active link on any website you control directing a browser to the home page of that Website, provided that you agree to remove the link at any time upon our request. You may not link to or otherwise provide access to any of our Websites in any way that: (a) alters the look, feel, or functionality of any aspect of our Websites; or (b) in any way that disparages our Websites, products or services, or that could injure the reputation or goodwill of FlowMetric Life Sciences or any of its products or services.

In using our Websites, you agree not to:

  • Misrepresent your identity or affiliation in any way or submit false, inaccurate or misleading information;
  • Send or otherwise transmit unlawful, infringing, harmful, harassing, defamatory, threatening, hateful, obscene or otherwise objectionable material of any kind, or any material that can cause harm or delay to our Websites or computers of any kind;
  • Send or otherwise transmit email chain letters, unsolicited messages, or “spamming” or “phishing” messages;
  • Send or otherwise transmit unauthorized advertising, solicitation or promotional materials;
  • Send or otherwise transmit materials that infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any party;
  • Use our Websites to disclose or obtain another’s personal information, or collect information about other users;
  • Resell or otherwise commercially exploit any portion of our Websites, products or services;
  • Gain unauthorized access to our Websites, or assist others to gain unauthorized access;
  • Interfere with or disrupt any of our Websites or any software, hardware, telecommunications equipment or networks used by us;
  • Launch or use any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” that access our Websites in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser except for inclusion of the Websites in a search index;
  • Transmit or otherwise make available any virus, worm, adware, spyware or any other harmful computer code, file or program, including any that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment;
  • Violate these Terms or any applicable Laws; or
  • Assist anyone engaging in any of the activities described above.

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates these Terms, including, without limitation, removing the offending content from our Websites, suspending or terminating the access of such violators to our Websites and reporting violations to the law enforcement authorities.

THIRD PARTY CONTENT, YOUR CONTENT AND FEEDBACK

Under no circumstances will we be liable in any way for any content or materials of any third parties, whether included on any of our Websites or made available through links, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content (collectively, “Third Party Content”). Links to third-party websites or pages are provided for convenience only and your use of such third-party websites may be subject to additional third-party policies and terms. We do not control any Third Party Content and do not guarantee the availability or display of any Third Party Content. We reserve the right to remove any Third Party Content from our Websites at any time in our sole discretion. Any opinions, advice, statements, views, positions, services, offers, or other Third Party Content expressed or made available on or through our Websites are solely those of the respective authors or distributors, and do not necessarily reflect our opinions, views, or position. We do not necessarily endorse any particular third party products, services or treatments. You use or rely on Third Party Content at your own risk. Information on our Websites about companies other than us in press releases or otherwise should not be relied upon as being endorsed by us.

If you submit information or material through any means (collectively, “Your Content”) to any of our Websites, you, to the extent you have any rights in such information or material, grant us a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, perform, create derivative works from, distribute, and display Your Content throughout the world in any media. To the maximum extent possible under applicable Law, you waive any moral rights you may have in such content. You grant us and our sublicensees the right to use the name, screen name, city or zip code, and other biographical information that you submit in connection with Your Content, if we or they choose. You represent and warrant that: (i) you own or otherwise control all of the rights to the content that you post, including any intellectual property or other proprietary rights other than content that you clearly identify as Third Party Content, e.g., links to third party websites; (ii) Your Content is accurate; (iii) neither Your Content nor your posting or submission of Your Content violates any of these Terms, including, without limitation, the prohibitions on use of our Websites set forth above; and (iv) neither Your Content nor your posting or submission of Your Content will cause injury to any person or entity, including any privacy or security risk. FlowMetric Life Sciences has no responsibility for any of Your Content or the consequences of your sharing any of Your Content with others. We have the right but not the obligation to monitor and edit or remove any content from our Websites in our sole discretion without notice or consent. If you are a health care professional, you agree not to submit any content that would or could directly identify a patient or any content for which you do not have all necessary consents and authorizations to disclose.

If Your Content includes any suggestions, ideas, or other feedback about us, our Websites, or our products (your “Feedback”): (i) you grant us all necessary rights to use your Feedback; (ii) you acknowledge and agree that we are free to use and otherwise act on your Feedback with no financial, credit, or other obligation whatsoever to you, but we are not obligated to use your Feedback in any way; (iii) you acknowledge and agree that we are not obligated to keep your Feedback confidential other than as set forth in the Online Privacy Policy; and (iv) you represent that your Feedback is entirely your original work.

NOTICE AND TAKEDOWN PROCEDURES / COPYRIGHT AGENT

If you believe any materials accessible on or from any of our Websites infringe your copyright, you may request removal of those materials (or access thereto) from any of our Websites by contacting us (at info@vaxeffect.com) and providing the following information:

  1. Identification of the copyrighted work that you believe to be infringed.
  2. Identification of the material that you believe to be infringing and its location. Please describe the material and provide us with its URL or any other pertinent information that will allow us to locate the material.
  3. Your name, address, telephone number and (if available) e-mail address.
  4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
  5. A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
  6. A signature or the electronic equivalent from the copyright holder or authorized representative. Our agent for copyright issues relating to these Websites is the contact indicated at the end of these Terms of Use.
  7. If any content that you submitted has been removed as a result of a notification as described above and you believe that such content was posted lawfully, please contact us about our counter-notification procedure through which you can dispute the allegation and request re-posting of the content at issue.

DISCLAIMER OF WARRANTIES

Although we attempt to include accurate and up-to-date information on our Websites, any information presented on our Websites as of a particular date may only be accurate as of such date and we disclaim any responsibility to update such information.

WITHOUT LIMITING THE FOREGOING, OUR WEBSITES AND ALL CONTENT (INCLUDING ANY THIRD PARTY CONTENT) ON THESE WEBSITES IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE FLOWMETRIC LIFE SCIENCES PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. USE OF OUR WEBSITES AND THE CONTENT AVAILABLE ON OUR WEBSITES IS AT YOUR SOLE RISK. THE FLOWMETRIC LIFE SCIENCES PARTIES DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION OR OTHER CONTENT OBTAINED OR VIEWED BY YOU AS A RESULT OF YOUR USE OF ANY OF OUR WEBSITES WILL BE ACCURATE OR RELIABLE, OR THAT YOUR ACCESS TO OUR WEBSITES OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. THE FLOWMETRIC LIFE SCIENCES PARTIES HAVE NO OBLIGATION TO PROVIDE NOTICE TO YOU IF ANY OF OUR WEBSITES ARE UNAVAILABLE FOR ACCESS, REGARDLESS OF WHETHER THAT UNAVAILABILITY IS DUE TO MAINTENANCE OR SOME OTHER REASON. THE FLOWMETRIC LIFE SCIENCES PARTIES DO NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACKUP AND SECURITY. THE FLOWMETRIC LIFE SCIENCES PARTIES DISCLAIM ALL EQUITABLE INDEMNITIES.

LIMITATION OF LIABILITY

WE SHALL NOT BE HELD RESPONSIBLE FOR ANY ACTION TAKEN THAT IS BASED ON THE INFORMATION PRESENTED ON OUR WEBSITES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM AND IN NO EVENT WILL WE BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF OUR WEBSITES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, RELIANCE ON ANY CONTENT OBTAINED THROUGH THE USE OF OUR WEBSITES, YOUR USE OR THE INABILITY TO USE ANY OF OUR WEBSITES, ANY LOSS OF DATA, OR ANY ERRORS OR OMISSIONS IN THE CONTENT OF OUR WEBSITES. SHOULD ANY FLOWMETRIC LIFE SCIENCES PARTIES BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED USD 100.00 (ONE HUNDRED U.S. DOLLARS) IN THE AGGREGATE.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable Law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of liability of the FlowMetric Life Sciences Parties will be the minimum permitted under such applicable Law.

INDEMNITY AND RELEASE

To the fullest extent possible under applicable Law, you agree that you will release, indemnify, defend and hold the FlowMetric Life Sciences Parties harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) or other expenses that relate to or arise directly or indirectly out of or from: (i) your breach of any provision of these Terms; (ii) your activities in connection with our Websites; (iii) Your Content; (iv) your connection to our Websites; and (v) your violation of any rights of another.

CONTENT; OUR INTELLECTUAL PROPERTY

As between you and us, we own all Content developed or acquired by us, including but not limited to our selection and arrangement of Third Party Content (as defined below), but excluding Third Party Content itself. We enforce our intellectual property rights to the fullest extent permitted by Law. All product names and logos, regardless of whether or not they appear in large print or with a trademark symbol, are the trademarks and service marks of FlowMetric Life Sciences, its affiliates, related companies, licensors or collaborators, unless otherwise noted. Ownership of such marks and the goodwill associated with them remains with us or those other entities.

All Content posted on our Websites, including any images or text, is protected by U.S. and foreign copyright laws with all rights reserved, and may not be distributed, downloaded, modified, reused, reposted or otherwise used except that you may view, use and download a single copy of a reasonable amount of these Websites for your informational, non-commercial use, unless you are a licensed health care provider (such as a physician, health care facility, or pharmacy), a health insurance provider, or a representative of a licensed health care provider or health insurance provider. Such entities and individuals may use Content in connection with their professional duties, such as treating individual patients. Except as provided herein, no part of any Content or software on these Websites may be used, copied, downloaded or stored in a retrieval system for any other purpose, nor may it be redistributed for any purpose, without our express written permission. You must abide by all rights notices, information, or restrictions contained in or attached to any Content and must not remove any trademark, copyright, or other notice from our Websites or any Content.

The technology and software underlying our Websites is either owned or licensed by us (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by FlowMetric Life Sciences.

REFUSAL OF SERVICE; TERMINATION; SURVIVAL

We reserve the right to refuse service, disable or prohibit logins, remove or edit content (including Third Party Content), limit access to content, or modify or discontinue any of our Websites or features on any of our Websites in our sole discretion. We may suspend, modify or terminate your access to or use of our Websites at any time and for any reason without notice, including for violating these Terms. Upon any notice of termination, you must destroy all content obtained from our Websites and all copies thereof. The provisions of these Terms concerning security, prohibited activities, intellectual property, user submissions, disclaimers, limitation of liability, indemnity, release and jurisdictional and dispute resolution issues will survive any such termination. You agree that if your use of our Websites is terminated pursuant to these Terms, you will not attempt to use our Websites under any name, and further agree that if you violate this restriction after being terminated, you indemnify and hold the FlowMetric Life Sciences Parties harmless from any and all liability that we may incur therefor. We reserve the right to seek all remedies available under Law and in equity for violations of these Terms for using our Websites.

GOVERNING LAW; DISPUTE RESOLUTION

By choosing to visit our Websites you agree that any dispute over your use of our Websites and these Terms will be governed by the laws of the state of Pennsylvania without regard to its conflicts of laws provisions and the United States. You also consent to the exclusive jurisdiction of any disputes arising in connection with our Websites including these Terms in the federal and state courts of Buckingham County in the state of Pennsylvania. To the extent that any of the foregoing is unenforceable under applicable Law if you access and use any of our Websites outside the United States, where permitted under such applicable Law, the FlowMetric Life Sciences Parties shall have the right to designate such applicable governing law and jurisdiction on notice to you in the event of any such dispute. We and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose and waive any objection to such courts on any basis, including, without limitation, improper venue or inconvenience of the forum. You agree that regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of our Websites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND MAY NOT BRING AND EXPRESSLY WAIVE BRINGING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A PURPORTED CLASS, CONSOLIDATED, MULTIPLE PLAINTIFF OR REPRESENTATIVE ACTION (“CLASS ACTION”). Class Actions, class arbitrations, private attorney general actions, and consolidation with other arbitrations are not allowed. The parties expressly waive any ability to maintain any Class Action in any forum. YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF YOUR USE OF OUR WEBSITES OR THESE TERMS. You also agree to attempt to mediate any such dispute in good faith prior to bringing an action in court, and to abide by all limitations of liability contained herein. If any provision of these Terms is unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

MISCELLANEOUS

This Website may contain forward-looking information. Such information is subject to a variety of significant uncertainties, including scientific, business, economic and financial factors, and, therefore, actual results may differ significantly from those presented. These Terms, together with the Online Privacy Policy and any Additional Terms, constitute the entire and exclusive agreement between us with respect to their subject matter, and govern your use of our Websites, superseding any prior agreements or negotiations between us with respect to that subject matter. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

ELECTRONIC COMMUNICATIONS NOTICE

When you use our Websites or send emails to us, you are communicating with us electronically. You consent to receiving communications from us electronically. We may communicate with you by email or posting notices on the applicable Website. You agree that all agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. In order to access any such communications, you must have a computer or other Internet-enabled device. In order to retain copies of any such communications, you must have a printer or data storage device. If you have a printer, you may print paper copies of any such communications for your own use. If you wish to withdraw your consent for us to communicate with you electronically, you may not use our Websites.

SECTION TITLING

The section titles in these Terms are for convenience only and have no legal or contractual effect.

MOBILE WEBSITE

Our Websites may include certain services that are available via a mobile device, including (i) the ability to upload content to our Websites via a mobile device and (ii) the ability to browse our Websites from a mobile device (collectively, the “Mobile Website”). To the extent you access our Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain elements of the Mobile Website may be prohibited or restricted by your carrier, and not all aspects of the Mobile Website may work with all carriers or devices. By using the Mobile Website, you agree that we may communicate with you regarding FlowMetric Life Sciences by electronic means and that certain information about your usage of the Mobile Website may be communicated to us.

REVISIONS

We may revise these Terms from time to time in our sole discretion. All updates to these Terms will be posted on this web page. If we make significant changes, we will notify you by posting a notice on one or more of our Websites or by email. Please check this web page for the most current version of these Terms. To the fullest extent permitted under applicable Law, your continued use of our Websites after we have posted a change notice constitutes your acceptance of changes.

CONTACT

If you have any questions regarding these Terms please contact us at info@vaxeffect.com.