CELLSEARCH CIRCULATING TUMOR CELL TEST

TERMS OF USE

 

Last Modified: August 3, 2020

 

  1. Acceptance of the Terms of Use

These terms of use are entered into by and between you and Menarini Silicon Biosystems, Inc., a California corporation with its principal place of business at 3401 Masons Mill Road, Suite 100, Huntingdon Valley, Pennsylvania 19006, USA (“Menarini” or “we”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of https://www.cellsearchctc.com, and its subdomains https://documents.cellsearchctc.com, and https://training.cellsearchctc.com (collectively the “Website”), including any content, functionality, products, services, materials describing thereof, and training materials offered on or through the Website, whether as a guest or a registered user.

 

Please read the Terms of Use carefully before you start to use the Website. By using the Website by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and MENARINI’s privacy policy, found at http://www.cellsearchctc.com/privacy-policy (“Privacy Policy”), INCORPORATED HEREIN BY REFERENCE. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

 

BY USING THIS SITE, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US. IF YOU ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO ALL OF THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THIS SITE.

 

  1. Medical Disclaimer

WE DO NOT PROVIDE ANY PROFESSIONAL MEDICAL, DIAGNOSIS OR TREATMENT ADVICE. YOU ACKNOWLEDGE THAT SOME OF THE CONTENT THAT IS PROVIDED ON THE SITE MAY BE PROVIDED BY INDIVIDUALS IN THE MEDICAL PROFESSION, HOWEVER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PROVISION OF SUCH INFORMATION DOES NOT CREATE A PHYSICIAN (OR OTHER MEDICAL PROFESSIONAL) – PATIENT RELATIONSHIP, AND DOES NOT CONSTITUTE AN OPINION, MEDICAL ADVICE OR DIAGNOSIS OR TREATMENT OF ANY PARTICULAR CONDITION. THE SERVICES PROVIDE EDUCATIONAL CONTENT AND INFORMATION AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, AND ARE NOT INTENDED TO RENDER A MEDICAL OPINION AND/OR DIAGNOSIS.

  1. Changes

Menarini may revise and update these Terms of Use, the Website, and any Content, service or product provided by Menarini from time to time in its sole discretion. All changes are effective immediately when Menarini posts them and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

 

  1. Accessing Website and Account Security

We reserve the right to withdraw or amend this Website, and any services (including training sessions) we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

 

To access some Content and features of the Website, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on or through the Website is correct, current and complete. You agree that all information you provide to register with this Website is governed by the Privacy Policy, and you consent to all actions Menarini takes with respect to your information consistent with the Privacy Policy.

 

You are responsible for maintaining the confidentiality of your account, username and password, and you must not disclose it to any other person or entity. You agree to accept responsibility for all activities that occur with your permission or authorization under your account, username and/or password, or because you fail to maintain sufficient security over your account, username and/or password. You agree to notify Menarini immediately of any unauthorized access to or use of your account, user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

 

Menarini has the right to disable any account at any time in its sole discretion for any or no reason, including if, in its opinion, you have violated any provision of these Terms of Use.

 

  1. Intellectual Property Rights

The Website contains confidential and proprietary information, methods, processes, materials, samples, formula, analysis, results, information, data, inventions, discoveries, developments, data, databases, contents, methodologies, know-how, software, text, displays, images, video, audio, trademarks, logos, service marks, features and functionality, and the design, selection and arrangement thereof, which are owned by Menarini, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade dress, trade secret and other intellectual property or proprietary rights laws (collectively, the “Content”). Reproduction or modification of the Website or Content, in whole or in part, is expressly prohibited except upon receiving explicit written permission of Menarini. You will not challenge, contest or otherwise take any action inconsistent with Menarini’s rights in and to the Menarini Content. In the event that any Content is infringed by another person, Menarini will assert all rights available by law against that person.

 

  1. Feedback

In the event that you provide comments, suggestions, enhancements or recommendations to the Website, products, services, training sessions (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the products, services, training sessions) (collectively, "Feedback"), we always appreciate your feedback and other suggestions; however, you should know that we may use them without any restriction or obligation to compensate you, and we are under no obligation to keep them confidential. In accordance with this, you hereby grant to Menarini a world-wide, royalty free, irrevocable, perpetual license to use Feedback for any purpose whatsoever.

 

  1. Prohibited Uses

Menarini grants you a revocable, nontransferable (except as provided below), personal, nonexclusive license to use the object code version of the Website. All rights not expressly granted to you in these Terms of Use are reserved and retained by Menarini or its licensors, suppliers, publishers, rights holders, or other content providers.

 

You must not use the Website to harm others or the Website itself. You agree not to: (a) use the Website or Content in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (b) access or use the Website or Content to build a similar or competing service, website, or deliverable; (c) reverse engineer any portion of the Website or Content; (d) collect or store personal data about other account users or attempt to gain access to other user accounts or otherwise mine information about the Website; (e) use any robot, spider, or other automatic device, process or means, to access the Website for any purpose, including monitoring or copying any of the material on the Website; (f) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (g) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website; or (h) use any device, software, or technology to attack the Website or otherwise attempt to interfere with the proper working of the Website.

 

IMPROPER USE OF THE WEBSITE, CONTENT, OR SERVICES WILL RESULT IN LOSS OF YOUR ACCOUNT ACCESS AND MAY RESULT IN CIVIL AND CRIMINAL LIABILITIES AND ENFORCEMENT FOR DAMAGES TO THE FULLEST EXTENT OF APPLICABLE LAW AND AUTOMATICALLY TERMINATES ANY RIGHTS SET FORTH IN THIS SECTION 7 WITHOUT PREJUDICE TO ANY OTHER REMEDY PROVIDED BY APPLICABLE LAW OR THESE TERMS OF USE.

 

  1. Reliance on Information Posted

We try to be as accurate as possible when describing our deliverables, services or providing training materials (including online training videos) on the Website; however, we do not warrant that the descriptions, information or other content on our products, any materials describing our deliverables or services, or training materials available on the Website are accurate, complete, reliable, current, or error-free. The information presented on or through the Website is made available solely for general information purposes. Any reliance you place on such information is strictly at your own risk. Menarini disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

 

Opinions, advice, statements, offers, or other information or content made available on the Website, but not directly by us, are those of their respective authors. Such authors are solely responsible for such content. Any reliance you place on such information is strictly at your own risk. We do not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Website or available through the Website (including from any laboratory listed on the Website), or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Website or through the Website (including any third-party laboratory listed on the Website). Under no circumstances will we or our affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Website.

 

  1. Third Party Links

Links to third party websites may appear on the Website. Links to third party websites are provided for your convenience only. Menarini has no control over the contents of those sites or resources and does not review, approve, monitor, endorse, warrant, or make any representations with respect to the third party websites. Menarini does not accept any responsibility for the third party websites or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for the third party websites and not by these Terms of Use.

 

  1. Disclaimer of Warranties

Menarini cannot and does not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data. MENARINI, ITS AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, OR ANY SERVICES OR DELIVERABLES OBTAINED THROUGH THE WEBSITE, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

 

YOUR USE OF THE WEBSITE, THEIR CONTENT, ANY SERVICES, DELIVERABLES, AND MATERIALS OBTAINED OR ACCESSED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, THEIR CONTENT AND ANY SERVICES OR DELIVERABLES OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MENARINI NOR ANY PERSON ASSOCIATED WITH MENARINI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER MENARINI NOR ANYONE ASSOCIATED WITH MENARINI REPRESENTS OR WARRANTS THAT THE WEBSITE, THEIR CONTENT OR ANY SERVICES OR DELIVERABLES OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE, OR ANY SERVICES OR DELIVERABLES OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

 

MENARINI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

  1. Limitation on Liability

IN NO EVENT WILL MENARINI, ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY CONTENT ON THE WEBSITE, OR ANY SERVICES OR DELIVERABLES OBTAINED THROUGH THE WEBSITE, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT ANY ASPECT OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF MENARINI TO YOU WITH RESPECT TO THE WEBSITE OR YOUR USE OF THE WEBSITE IS $5 (FIVE DOLLARS).

 

  1. Indemnification

You agree to defend, indemnify and hold harmless Menarini, its affiliates, their respective licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website’s Content, services and deliverables other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

 

  1. Governing Law

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Pennsylvania without giving effect to any choice or conflict of law provision or rule.

 

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use, the Website, or the Content shall be instituted exclusively in the federal courts of the United States or the courts of the State of Pennsylvania. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You acknowledge that Menarini has the right under the Terms of Use to seek an injunction, if necessary, to stop or prevent a breach of your obligations under the Terms of Use.

 

  1. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE WEBSITE, OR THE CONTENT MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

  1. Waiver and Severability

No waiver by Menarini of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any delay or failure on the part of Menarini to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

 

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

 

  1. Entire Agreement

The Terms of Use and Menarini’s Privacy Policy constitute the sole and entire agreement between you and Menarini with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

 

  1. Communications

You consent to receiving communications from Menarini in an electronic form, whether via email or other reasonable means, and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Menarini provides to you electronically satisfy any legal requirement that such communications would satisfy it were in writing.

 

All feedback, comments, requests for technical support and other communications relating to the Website should be sent to

Menarini Silicon Biosystems, Inc.

3401 Masons Mill Road, Suite 100

Huntingdon Valley, PA 19006

United States

(800) 381-4929