Terms of Service

Last revised: September 21, 2020

WEBSITE TERMS OF SERVICE

PLEASE READ THE FOLLOWING CAREFULLY.  THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS AN END USER (AS DEFINED BELOW) (“END USER” OR “YOU”) AND GENESPARK BIOSCIENCES, INC. (“GENESPARK” OR “WE”).  THIS WEBSITE TERMS OF SERVICE AGREEMENT TOGETHER WITH ALL AMENDMENTS, ADDENDA, AND LICENSES, AND COLLECTIVELY WITH ALL GENESPARK RULES AND POLICIES, INCLUDING THE GENESPARK PRIVACY POLICY, CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND GENESPARK.  BY ACCESSING OR USING THE GENESPARK WEBSITE (“WEBSITE”) OR ANY SERVICES PROVIDED BY GENESPARK (“SERVICES”), YOU SIGNIFY THAT YOU HAVE READ THE AGREEMENT AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE AGREEMENT. THIS AGREEMENT COVERS IMPORTANT INFORMATION ABOUT THE WEBSITE AND SERVICES, INCLUDING INFORMATION ABOUT FUTURE CHANGES TO THE AGREEMENT, LIMITATIONS OF LIABILITY, INDEMNIFICATION, PRIVACY INFORMATION, DISPUTE RESOLUTION, AND A CLASS-ACTION WAIVER. IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE OUR WEBSITE OR SERVICES.

Scope and Acceptance

Anyone who accesses or uses our Website or Services is an “End User.”  The Agreement sets forth your rights and obligations as an End User with respect to your access to and use of our Website and Services and use of any and all information or data of any kind arising from access to, or use of, our Website and Services, including, without limitation, any text, graphics, sound recordings, audio, video, and art work. We reserve the right, at our sole discretion, to change this Agreement (including the privacy policy) from time to time, without prior notice (as further described below).  You should review this Agreement each time you access our Website or Services.  Your access to our Website or Services is deemed to be your acceptance of this Agreement, and any changes thereto. If you are accessing or using our Website or Services on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to the Agreement.

Privacy Policy

Please see our Privacy Policy for a detailed description of how we collect, use, and disclose information about our End Users.

Description of Website and Services

GeneSpark's Website and Services provide information and resources about GeneSpark and its molecular diagnostic platform.  The specific features and functionality of our Website and Services are dynamic and may change from time to time.

Operation

We reserve complete and sole discretion with respect to the operation of our Website and Services.  We reserve the right to change terms and warranties without notice.  We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of our Website or Services at any time.

Inaccuracies on the Website or in the Services

We disclaim—and you release us from any claims regarding—errors, inaccuracies, and omissions on the Website and through Services.   We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice.  GeneSpark makes no guarantees whatsoever as to the completeness, timeliness, correctness, or accuracy of the materials or data on our Website or provided through our Services.  GeneSpark shall have no liability for any errors or omissions in the information provided on our Website or through our Services.  If you believe any portion of our Website or Services includes an error or inaccuracy, please notify us.

Permitted Use

Certain GeneSpark materials on our Website and provided through our Services are protected by intellectual property laws, including but not limited to U.S. copyright laws.  You expressly acknowledge and agree that the content accessible within our Website and through our Services that is not expressly designated as being provided by a third party is the property of GeneSpark and its content providers, and GeneSpark and its content providers retain all right, title, and interest in the content. Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use our Website, the Services, and related materials solely for your own personal use.  Except as expressly provided, all rights are reserved.  Among other things, except to the extent required for the limited purpose of reviewing material on our Website and through our Services, electronic reproduction, adaptation, distribution, performance, or display of our Website or Services, or any portion of our Website or Services, is prohibited.  Changes to author attribution or copyright notices are prohibited.  Use of any of our trademarks as meta-tags on any other website is also strictly prohibited.  You may not display our Website or Services, or portions thereof, in things (e.g., framing, scraping, etc.) without our express written permission.  You agree to cooperate with us to cause all unauthorized co-branding, framing, scraping, or linking to immediately cease.  For further information on intellectual property matters contact: [email protected].  You further agree not to circumvent, disable, or otherwise interfere with security related features of the Services offered by GeneSpark to End Users or any other features that prevent or restrict the use or copying of any related materials. In connection with the use of our Website and Services, you may not:

  1. alter or modify our Website or Services, or related materials, other than as reasonably necessary solely to use our Website and Services for their intended purpose;
  2. sell, rent, lease, transfer, distribute, broadcast, display, provide or otherwise assign to any third party any rights to our Website or Services, or related materials;
  3. remove any proprietary notice or labels on our Website or Services, or related materials;
  4. use our Website or Services for any non-authorized commercial purpose or any illegal purpose, including without limitation to victimize, harass, degrade, or intimidate an individual or group of individuals for any reason;
  5. copy, modify, erase, or damage any information contained on computer servers used or controlled by GeneSpark or any third party;
  6. use our Website or Services to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable, or use any data mining, robots, or similar data gathering and/or extraction tools in connection with our Website or Services;
  7. access or use any password-protected, secure, or non-public areas of our Website, except as specifically authorized in writing by GeneSpark;
  8. impersonate or misrepresent your affiliation with any person or entity;
  9. use any automated means to access or use our Website or Services, including scripts, bots, scrapers, data miners, or similar software;
  10. attempt to or actually disrupt, impair, interfere with, alter, or modify our Website or Services, or any information, data, or materials posted and/or displayed by GeneSpark;
  11. access data on our Website not intended for you;
  12. attempt to probe, scan, or test the vulnerability of our Website or breach any implemented security or authentication measures, regardless of your motives or intent; or
  13. attempt to interfere with or disrupt access to or use of our Website or Services by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code.

GeneSpark reserves the right to deny access to our Website or Services at our discretion and for any reason, including any breach of the Agreement.

Third Party Properties Referred to on the Website and in Our Services

Our Website and materials provided through our Services may refer to physical venues, geographical sites, websites on the Internet, and/or products or services that are not under the control of or maintained by GeneSpark (“Third Party Properties”).  Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by GeneSpark of any such Third Party Properties.  You acknowledge that GeneSpark is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that GeneSpark is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties.  GeneSpark does not endorse or make any representations about any Third Party Properties.  If you access, visit, or use any Third Party Properties referred to on our Website or through our Services, you do so at your own risk.

Availability of the Website and Services

It is not possible to operate our Website or Services with 100% guaranteed uptime.  GeneSpark will make reasonable efforts to keep our Website and Services operational. However, certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of our Website or Services.  In addition, GeneSpark reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of our Website or Services, with or without notice. You agree that GeneSpark shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to our Website or Services.

Disclaimers

Nothing provided on the Website constitutes tax, legal, insurance, or investment advice.  Neither the information, nor any opinion, provided on the Website constitutes a solicitation or offer by GeneSpark or its affiliates to buy or sell any securities, futures, options, or other financial instruments, nor shall any such security be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction.  Certain information provided on the Website and through the Services may contain forward-looking statements with respect to GeneSpark's future financial or business performance, strategies or expectations.  Certain factors or circumstances could cause actual results to differ materially from such forward-looking statement or historical performance, including, without limitation, business risks, management opportunities and challenges, and changes in legal, political, economic, industry, market, and technological conditions.  Decisions based on information provided on the Website are the sole responsibility of the End User.   YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF OUR WEBSITE AND SERVICES ARE AT YOUR SOLE RISK.  OUR WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS.  GENESPARK DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) OUR WEBSITE AND SERVICES; AND (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH OUR WEBSITE AND SERVICES, OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.  GENESPARK MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH  OUR WEBSITE OR SERVICES ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY.  GENESPARK ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT OUR WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF OUR WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL GENESPARK OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES)  BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE WEBSITE OR SERVICES; OR (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE WEBSITE OR SERVICES, OR ANY PORTION THEREOF, EVEN IF GENESPARK OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, IF A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER THAN THE GREATER OF: (A) THE AMOUNT YOU PAID TO GENESPARK FOR PRODUCTS AND SERVICES IN THE LAST MONTH AND (B) ONE HUNDRED U.S. DOLLARS ($100).

Indemnity

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS GENESPARK, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, MANAGERS, OWNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO ANY VIOLATION OF THIS AGREEMENT AND ANY ACTIVITY RELATED TO YOUR USE OF THE WEBSITE OR SERVICES.

Termination

You agree that GeneSpark may, in its sole discretion and without prior notice, terminate your access to or use of any of our Website or Services at any time and for any reason, with or without cause. You also agree that any violation by you of the Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to GeneSpark for which monetary damages would be inadequate.  You consent to GeneSpark's obtaining any injunctive or equitable relief that GeneSpark deems necessary or appropriate in such circumstances, without the need for a bond.  These remedies are in addition to any other remedies GeneSpark may have at law or in equity.

Notice and Takedown Procedure

If you believe a work protected by a U.S. copyright you own has been posted on the Website without authorization, you may notify our copyright agent, and provide the following information:

  1. a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
  2. identification of the copyrighted work or works claimed to have been infringed;
  3. a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears;
  4. your name, mailing address, telephone number, and e-mail address;
  5. a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.

To notify GeneSpark of a claimed copyright infringement, please contact: GeneSpark Diagnostics, Inc. 20 Commercial Street Branford, CT 06405 [email protected]  

General

Modifications

At any time and at GeneSpark's sole discretion, we may add, delete, or modify the Agreement or our Website or Services.  Should you deem any such addition, deletion, or modification to the Agreement unacceptable, you shall stop accessing, and/or using our Website or Services.  All changes to the Agreement shall be effective immediately.

Access and Use Where Prohibited

Access to and use of our Website and Services are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section.

Operation of the Website from the United States of America

By accessing and using the Website, you acknowledge and agree that GeneSpark controls and operates all parts of the Website from its offices in the United States of America and that the Website, and the information contained on the Website, is intended for use by End Users located in the United States of America.  Other countries may have laws and regulatory requirements that differ from those in the United State of America. Unless expressly stated to the contrary, GeneSpark makes no representation that the Website, or the information contained on the Website, is appropriate or will be available for use in other locations.  Unless otherwise explicitly stated, all material and content found on or accessible through the Website is solely directed to individuals, companies, or other entities located in the United States of America.  GeneSpark reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area.  Any offer for any feature, product, or service made on or through the Website is void where prohibited.  If you access or use the Website from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws.  You may not use any portion of the Website in violation of applicable export laws and regulations. If you access the Website from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction.  Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and our Privacy Policy.

Applicable Law and Venue

Any action related to the Agreement will be governed by the laws of the State of Connecticut, without regard to the choice or conflicts of law provisions of any jurisdiction.  You and GeneSpark agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to our Website, our Services, or the Agreement will be exclusively in the federal or local courts located in or with geographical jurisdiction over Branford, Connecticut.

Dispute Resolution

GeneSpark intends to resolve any and all disputes that may arise between it and its End Users in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation.  Toward this end, you agree to the following dispute resolution procedure.  If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to GeneSpark in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief.  GeneSpark shall respond within ten (10) business days with identical information from its perspective.  You and a representative of GeneSpark shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and GeneSpark mutually deem necessary or desirable thereafter, in an attempt to resolve the matter.  If, within sixty (60) days of the first communication, you and GeneSpark fail to resolve the matter, you may then proceed to litigation in the forum described in Section 14.4 above.  YOU AGREE THAT YOU WILL NOT BRING OR BE A PARTY TO ANY CLASS-ACTION LAWSUIT AGAINST GENESPARK.

Unsolicited Materials and End User’s Grant of Limited Licensed

In operating our Website and providing our Services, GeneSpark does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from you through the Website, the Services, our mail and e-mail addresses, or in any other way.  Any information or material submitted or sent to GeneSpark will be deemed not to be confidential or secret. By submitting or sending information or other material to GeneSpark you represent and warrant that the information is original to you and that no other party has any rights to the material. By communicating with GeneSpark, including submitting or sending content to us, you grant GeneSpark the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such content, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating the content, in whole or in part, into a GeneSpark feature. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any content or part thereof, or other communication to GeneSpark.  You also warrant that any "moral rights" in such content is waived.

Miscellaneous

If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement. If GeneSpark does take any legal action against you as a result of your violation of the Agreement, GeneSpark will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to GeneSpark.  You agree that GeneSpark will not be liable to you or to any third party for termination of your access to, or use of, any of our Website or Services as a result of any violation of the Agreement or for any reason at all. You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by GeneSpark.  Any purported assignment lacking such consent will be void at its inception.  GeneSpark may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by posting such notice on our Website or through our Services.