General Terms and Service
Agendia, Inc., on behalf of itself and its affiliates, (collectively, “Agendia”), provides you access to the Agendia websites, available at entry point URLwww.agendia.com (the “Site”), and to the information, content, services, and other materials available on and through the Site, including the Agendia web portal (the “Web Services“), which are operated by Agendia and made available to you subject to your compliance with the following terms and conditions (these “Terms of Service“), including the Privacy Statement available at http://www.agendia.com/privacy-policy/. Your continued use of this Site evidences your agreement to be bound by these Terms of Service and constitutes a legally binding contract between you and Agendia.
1. Acceptance of Terms and Services
These Terms of Service constitute a binding legal agreement between Agendia and you. By accessing and/or using the Site, you agree to be bound by these Terms of Service, whether you are a “Visitor” (which means that you simply browse the Site, including, without limitation, through a mobile or other wireless device, or otherwise use the Site without being registered) or you are a “Client” (which means that you have registered with Agendia for a Client account (a “Client Account”)). The term “User” refers to you as a Visitor or a Client. You are authorized to use the Site (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws, rules and regulations and the terms of these Terms of Service (“Applicable Law”). BY USING THIS SITE OR ANY OF THE WEB SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, AGREE THAT THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND AGENDIA, AND AGREE TO BE BOUND BY AND COMPLY WITH THEM. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, PLEASE DO NOT ACCESS OR OTHERWISE USE THIS SITE.
2. MODIFICATIONS OF TERMS OF SERVICE
Agendia reserves the right to change or modify these Terms of Service at any time in its sole discretion. Any change or modification made by Agendia will be effective immediately upon being posted on the Site. Your continued use of the Site after any changes or modifications to the Terms of Service are posted will constitute your acceptance of the changes or modifications. Changes can be viewed by clicking on the Terms of Service link on the Site, and we encourage you to do so, and to review these Terms of Service from time to time. These Terms of Service were last updated: August 22, 2013.
3. USE OF THE SITE
3.1 Age Restrictions
By using the Site, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the Site does not violate any Applicable Law. Your profile may be deleted and your membership may be terminated without warning if we believe that you are under 13 years of age, or if we believe that you are under 18 years of age and you represent yourself as 18 or older.
3.2 No Medical Advice or Instructions
The information presented on this Site is not intended to provide medical advice or to provide instructions on the use of our products, and should not be relied upon as the basis of any health care decision. This information is not intended to replace informed medical advice from your qualified health care provider regarding any questions or concerns you may have about your health or about the potential beneficial uses and possible adverse effects of any health care product. If you are a patient or healthcare consumer, you should not use information found on this Site to replace a relationship with your physician or other healthcare professional and should not rely on that information as professional medical advice. Always seek the advice of your physician or other qualified healthcare provider concerning questions you have regarding a medical condition, and before starting, stopping or modifying any treatment or medication. In the case of a health emergency, seek immediate assistance from emergency personnel. Never delay obtaining medical advice or disregard medical advice because of something you have or have not read on this Site.
3.3 Term and Termination
These Terms of Service, and any posted revision to these Terms of Service, shall remain in full force and effect while you use the Site or are a Client. You may terminate your Client Account at any time, for any reason, by contacting the Agendia customer care representative. Agendia may terminate your Client Account at any time, for any or no reason, with or without prior notice or explanation, and without liability. Furthermore, Agendia reserves the right, in its sole discretion, to reject, refuse to post or remove any posting by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Site at any time, for any or no reason, with or without prior notice or explanation, and without liability. In addition, Agendia expressly reserves the right to terminate your Client Account and/or deny, restrict, suspend, or terminate your access to all or any part of the Site if Agendia determines, in its sole discretion, that you have violated these Terms of Service or pose a threat to Agendia, its employees, business partners, Users and/or the public. You also agree not to attempt to use the Site after any such termination. Sections 6 -11, as well as those provisions that by their nature should survive termination, will survive termination of these Terms of Service. YOU AGREE THAT AGENDIA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF THESE TERMS OF SERVICE, YOUR CLIENT ACCOUNT OR YOUR ACCESS TO THE SITE.
4. CLIENT ACCOUNT REGISTRATION, RULES OF CONDUCT AND CONTENT
4.1 Client Account and User ID
As a medical professional, you may register to be a Client of the Site. To register as a Client of the Site, you will be required to register for a Client Account. When you register for your Client Account, you will be asked to provide certain information, which may include personal information, such as name, contact address, phone number, employer, e-mail, user name and passwords (collectively, a “User ID”). For additional information regarding your and Agendia’s obligations regarding personal information provided in connection with your Client Account, please see the Privacy Statement, which is available at http://www.agendia.com/privacy-policy/.. You are solely responsible for the information contained in your Client Account, including its accuracy. Agendia reserves the right to refuse service or terminate accounts in its sole discretion. Agendia’s Privacy Statement further explains how we treat information collected and received from you when you use the Site and register for a Client Account. Our Privacy Statement is hereby incorporated into these Terms of Service by reference. Please read this statement carefully for disclosures relating to the collection, use, and disclosure of your personal information. You acknowledge and agree that all information you provide in connection with your use of the Site will be accurate, truthful and complete information, and you will promptly update such information to maintain its accuracy, truthfulness and completeness. Your User ID and Client Account is for your use only and may not be disclosed or transferred to any third party. You are solely responsible for the security and confidentiality of your User ID and for all use of the Site that occurs in connection with your User ID and Client Account, with or without your knowledge. You will notify Agendia immediately if you learn of any unauthorized use of your User ID or Client Account. Agendia will not be liable for any loss or damage arising from your failure to comply with this Section.
4.2 Rules of Conduct
Agendia hereby grants you a limited, revocable, non-exclusive right to access and use the Site as set forth in these Terms of Service. The foregoing right is expressly conditioned upon your agreement to and compliance with, and you hereby agree with, the following: (a) you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Service, or any other purpose not reasonably intended by Agendia; (b) your use of the Site must be in compliance with all applicable laws, rules, and regulations; and (c) you will otherwise comply with these Terms of Service, including the rules of conduct in this Section. You further agree not to use the Site:
- to abuse, harass, threaten, impersonate or intimidate other Users of the Site;
- to post or transmit, or cause to be posted or transmitted, any User Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive, profane or otherwise violates any law or right of any third party;
- for any illegal or unauthorized purpose;
- to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain Client Account, User ID or any private or personally identifiable information from any other User of the Site;
- to create or submit unwanted email (i.e., spam) to any other Users of the Site or any URL;
- to submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops), or off-topic content;
- to advertise to, or solicit, any User of the Site to buy or sell any products or services;
- to use any information obtained from the Site in order to contact, advertise to, solicit or sell to any User without their prior explicit consent from Agendia;
- to sell or otherwise transfer your Client Account or User ID;
- to upload any User Content that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to or that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, software, data or information;
- to post content that you do not have the right to disclose under contractual confidentiality obligations or fiduciary duties
- to solicit personal information from anyone under 18; or
- to publicly pose information that poses or create a privacy or security risk to any person.
In addition, as a condition to accessing the Site, you agree not to (a) reproduce, duplicate, copy, sell, resell or exploit any portion of the Site other than as expressly allowed under these Terms of Service; (b) use Agendia’s name, trademarks, server or other materials in connection with, or to transmit, any unsolicited communications or emails; (c) use any high-volume, automated or electronic means to access the Site (including without limitation, robots, spiders, scripts or web-scraping tools); (d) frame the Site, place pop-up windows over its pages or otherwise affect the display of its page; or (e) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site.
4.3 Interactions with Other Users
You are solely responsible for your interactions with other Users of the Site. Agendia reserves the right, but has no obligation, to monitor disputes between you and other users of the Site. IF YOU HAVE A DISPUTE WITH ANY OTHER USER OF THE SITE, YOU RELEASE AGENDIA (AND ITS AGENTS, OFFICERS, PRINCIPALS AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.
5.1 User Content
The Site may allow you to participate in blogs, message boards, online forums and other functionality, and if any of the foregoing functionalities are enabled on the Site, you may have the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials (“post”) to Agendia and/or to or via the Site, including, without limitation, text, writings, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively, “User Content”). Agendia does not claim any ownership rights in the User Content. You understand that all User Content available on the Site is the sole responsibility of the person from whom such User Content originated without Agendia incurring any third party obligations or liability arising of its exercise of the rights thereto granted herein by you. Agendia retains the right to pre-screen, police, control, edit or monitor the User Content available on the Site and to remove any User Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content), or for no reason at all. However, you acknowledge and agree that Agendia has no responsibility to, and may or may not, do the foregoing. As such, Agendia does not warrant or otherwise guarantee the accuracy, integrity or quality of any User Content. It is your responsibility to evaluate the User Content, and any other information, content, opinions and advice, available on the Site. AGENDIA ASSUMES NO RESPONSIBILITY, AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS, OR APPROVALS, WITH REGARD TO USER CONTENT. Under no circumstances will Agendia be liable for any loss or damage arising out of or relating in any way to any User Content, including, but not limited to, (a) any errors or omissions in any User Content, (b) any loss or damage of any kind incurred as a result of the use of or reliance on any User Content, (c) use or misuse by any Site user or third party of any User Content that you post in connection with your use of the Site, such as on the Forum (as described further below) or (d) your exposure to offensive, indecent or otherwise objectionable User Content via the Site.
5.2 Your Content
You agree that you are solely responsible for any User Content that you provide to or otherwise distribute or publish on the Site (such User Content, “Your Content”). By providing Your Content, you (i) grant to Agendia a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to access, use, reproduce, display, store, publish, transmit, modify and distribute Your Content in connection with the operation of the Site, including the right to sublicense any of the foregoing rights to others, (ii) represent and warrant that you have the right to grant the foregoing license and (iii) represent and warrant that Your Content is in compliance with these Terms of Service and all applicable laws, rules and regulations and does not violate the rights of any third party. By providing Your Content, you also consent to the use of Your Content by other Users of this Site for its intended purpose(s), which include, without limitation, rights with respect to Content granted to you (and other Users who separately agree to these Terms of Service) under the terms of Section 6 (Intellectual Property Rights).
6. INTELLECTUAL PROPERTY RIGHTS
Except for Client Account information and User Content (including Your Content), all other content on the Site, including but not limited to information, documents, materials, code, images, text, layouts, arrangements, displays, trademarks, illustrations, audio and video clips, HTML and other mark-up languages and all scripts (collectively, “Content”), is owned by or licensed to Agendia and, in many cases, is protected by intellectual property rights under U.S., foreign and international law. Agendia grants you a non-exclusive, non-transferable, non-sublicensable limited right to access, use and display the Content pursuant to these Terms of Service and solely in connection with your use of the Site or the Web Services. All rights not expressly granted by these Terms of Service are reserved by Agendia and its licensors, and no license is granted hereunder by estoppel, implication or otherwise. Without limiting the foregoing, except as expressly permitted in these Terms of Service, you may not copy, sell, display, reproduce, publish, modify, create derivative works from, transfer, distribute or commercially exploit in any manner the Content. Agendia logos, trademarks and service marks which may appear on the Site, are the property of Agendia and are protected by law. Except as expressly set forth herein, you may not use or display such logos, trademarks or service marks in any manner without Agendia’s prior written permission. All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks or logos of their respective owners. All rights are reserved therein.
7. LINKS TO THIRD-PARTY SITES
This Site may contain links to web sites not owned or operated by Agendia (“Linked Sites”). Agendia’s provision of such links is for your convenience only and does not create or imply any relationship or partnership between Agendia’s and the operator of such Linked Site. Agendia does not author, edit, control or monitor any Linked Site. You acknowledge and agree that Agendia has no responsibility for the information provided by any Linked Site and that Agendia does not control or endorse the sponsors of such Linked Sites or the information, content, advice, products or services presented on such Linked Sites. Agendia may remove any links at any time for any reason or for no reason. AT NO TIME WILL AGENDIA BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LIABILITY ARISING FROM OR RELATED TO ANY LINKED SITE, INCLUDING WITHOUT LIMITATION (I) ANY TRANSACTIONS CONDUCTED WITH THIRD PARTIES ON LINKED SITES; (II) THE INFORMATION, CONTENT, ADVICE, PRODUCTS OR SERVICES AVAILABLE ON LINKED SITES AND (III) ANY DISPUTE ARISING OUT OF YOUR VISIT to OR USe of ANY LINKED SITE. YOU HEREBY RELEASE Agendia (and its agents, OFFICERS, PRINCIPALS and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with THE FOREGOING.
8. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY
8.1 Disclaimer of Warranties
You expressly agree that your use of the Site and all Content and Web Services available on the Site is at your sole risk and responsibility. The Site, and all Content and services available on the Site, are provided “as is” and “as available,” to the fullest extent permitted by law. Agendia, its agents, officers, principals and employees disclaim all warranties of any kind, express, implied, statutory or otherwise, regarding the Site and the Content and Web Services available on the Site, including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement. Except as otherwise provided in these Terms of Service, Agendia makes no representations or warranties (i) that the functions of the site will be uninterrupted or error-free, (ii) that defects in or on the site will be corrected, (iii) that the site, the server that makes it available, or the content available on the site are free of viruses, bugs or other harmful components, or (iv) that any content available on the site is accurate, reliable, complete, current or timely. Agendia does not warrant or make any representations regarding use of the site or content or services available on the site, whether in terms of correctness, accuracy, reliability or otherwise. You (and not Agendia) are solely responsible for all information contained in your client account and you assume the entire risk of any reliance on the site and all content and services available on the site.
8.2 Limitations of Liability
UNDER NO CIRCUMSTANCES SHALL AGENDIA BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF AGENDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF THESE TERMS OF SERVICE OR RESULTING FROM ANY ASPECT OF YOUR USE OF THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SITE, FROM INABILITY TO USE THE SITE, YOUR RELIANCE ON ANY INFORMATION OR DATA PROVIDED THROUGH THE SITE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR ANY LINKED SITES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR THE SERVICE OR ANY LINKED SITES. WITHOUT LIMITING THE FOREGOING, AGENDIA’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM YOUR USE OF THE SITE OR ANY CONTENT OR SERVICES AVAILABLE ON THE SITE SHALL NOT EXCEED TEN U.S. DOLLARS ($10).
8.3 Exclusions and Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Agendia may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Agendia’s liability shall be the minimum permitted under such applicable law.
You agree to indemnify and hold Agendia, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and court costs, made by any third party due to or arising out of Your Content, your (or anyone accessing the Site using your User ID) use of the Site or your violation of these Terms of Service (including without limitation your breach of any of the representations and warranties herein) or your (or anyone accessing the Site using your User ID) violation of any rights of another.
10. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Agendia respects the intellectual property rights of others and requires users of the Site to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Agendia’s Copyright Agent the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the allegedly infringing material is located on the Site; (d) your address, telephone number and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are, or are authorized to operate on behalf of, the copyright owner. Agendia’s Copyright Agent for notice of claims of copyright infringement can be reached as follows:
By mail:Copyright Agent c/o Agendia, Inc. 22 Morgan Irvine, CA 92629 USA
By email: firstname.lastname@example.org
By fax: 1.866.756.7548
11. GENERAL INFORMATION