TERMS OF USE AND END USER LICENSING AGREEMENT


AGREEMENT TO TERMS

These Terms of Use and End User Licensing Agreement (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Rajant Health Incorporated      , doing business as Trovomics (“RHI”, “we”, “us”, or “our”), concerning your use of Trovomics-branded products and services and products and services offered by a successor to the Trovomics brand (collectively, the “Services”).  For the avoidance of doubt, the Services include, but are not limited to: your access to and use of the analytics.trovomics.com website, successor website, or cloud-based service, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”); help documentation and instructions relating to the Site; and the results of any analyses created through your use of the Site. 

You agree that by accessing the Site or otherwise using the Services, you have read, understood, and agreed to be bound by all of these Terms, including the Privacy Policy posted on the Site, which is incorporated into these Terms.  IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE OF THE SITE AND ANY OTHER SERVICES IMMEDIATELY.

PLEASE READ THESE TERMS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHTS TO RESOLVE DISPUTES IN COURT, SEEK CERTAIN TYPES OF DAMAGES, AND PROCEED AS A MEMBER OR REPRESENTATIVE OF A CLASS.  THESE TERMS ALSO PROVIDE US WITH THE RIGHT TO AUTOMATICALLY RENEW PAID SUBSCRIPTIONS AND CONVERT FREE TRIALS INTO A PAID SUBSCRIPTION UNLESS YOU CANCEL.

DEFINITIONS

For the purposes of these Terms:

“Content” means all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics provided by RHI via the Service.

“Genomic Data” means information about the nucleotide sequences that make up a strand or strands of RNA or DNA.

“Harmful Code” means any software, hardware, or other technology, device, or means (including any virus, worm, malware, or other malicious computer code) the purpose or effect of which is to permit unauthorized access to or to destroy, disrupt, disable, distort, or otherwise harm or impede the Service or RHI systems in any manner, unless RHI has expressly authorized use of such code. 

“Individually Identifiable Health Information” means Genomic Data or any other data related to an individual’s health, which is in a form that relates to an identified or identifiable natural individual.  Individually Identifiable Health Information includes but is not limited to any information that qualifies as: “protected health information” (“PHI”) within the meaning of Health Insurance Portability and Accountability Act Administrative Simplification Provisions and related regulations at 45 C.F.R. parts 160, 162 and 164; any successor regulations or similar United States state law (collectively, “HIPAA”); “personal data concerning health” within the meaning of the European Union General Data Protection Regulation (EU 2016/679) (“GDPR”), the Swiss Data Protection Act 2020, or Brazil’s Lei Geral de Proteção de Dados (13.709/2018) (“LGPD”); or “personal information collected and analyzed concerning a consumer’s health” within the meaning of the California Privacy Rights Act (“CPRA”).

“Marks” means the trademarks, service marks, and logos contained in the Service.

“Service Output” means any information or documentation that RHI presents to you and that results from RHI’s processing  of your User Data.  It includes (but is not limited to) any graphs, tables, reports, diagrams, and intermediate seq files that rely on User Data.

“User Data” means any data or information (1) obtained independently from use of the Service, and (2) entered into RHI systems or otherwise provide to RHI in connection with use of the Service under circumstances reasonably demonstrating intent to have such data analyzed and/or processed through the Service or become part of any Service Output.

“Using” (and its cognates) types of information or data “in connection with the Service” means uploading such information or data to the Site or using the Service to store, transmit, analyze, or otherwise process such information or data.  

ownership, limited LICENSES, AND Usage rights

Except as expressly set forth in this section:

  • All components of the Service, including all Content, Marks, and Service Output are RHI proprietary property and are owned, controlled by, or licensed to us.  All components of the Service are protected by copyright and trademark laws, as well as various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.  No component of the Service may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.  We reserve all rights not expressly granted to you in and to the Service, including the Site, the Content, the Marks, and Service Output.  As between you and us, all right, title, and interest in and to the Services and any User Data supplied by a third party are and will remain with RHI.

  • Nothing in these Terms grants us any right, title, or interest in or to (including any license under) any intellectual property rights in or relating to User Data that you supply to us.  As between you and us, all right, title, and interest in User Data that you supply to us are and will remain with you.

Upon payment of any applicable subscription fee and contingent upon your compliance with these Terms, RHI grants you the following, which may only be exercised for non-commercial purposes: 

  • a non-exclusive, non-transferable license to use any software or other copywritten components of the Service to which you subscribe, that you purchase, or for which you register;

  • a non-exclusive, non-transferable right to download or print a copy of any portion of the Content to which you have authorized access, solely for your personal use;

  • a non-exclusive, non-transferable right to use any non-copywritten components of the Service to which you subscribe, that you purchase, or for which you register; 

  • a non-exclusive, non-transferable, royalty-free, revokable license to use any Service Output, provided that any non-commercial publication or distribution of any Service Output is accompanied by a statement identifying RHI as the copyright holder for the Service Output and reserving all rights to limit further use, publication, or disclosure of the Service Output; and

  • a non-exclusive, non-transferable, royalty-free, revokable license to use any RHI-provided description of the methodology used to create Service Output, provided that any non-commercial publication or distribution of any methodology description created by RHI is accompanied by a statement identifying RHI as the copyright holder for the methodology description and reserving all rights to limit further use, publication, or disclosure of the methodology description.

By uploading User Data to the Service or otherwise providing RHI with access to User Data in connection with your use of the Service, you grant to RHI a non-exclusive, non-transferable, royalty-free, revocable license to use User Data that you supply to us: 

  • in order to operate and improve the Service or any other product or service offered by RHI or its affiliates; and 

  • for non-commercial purposes.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Service (“Submissions”) provided by you to us are non-confidential and shall become our sole property.  We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.  You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original to you or that you have the right to submit such Submissions.  You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION

The Services are intended to be used in conjunction only with Genomic Data, in that is in a non-individually identifiable form.  You understand and agree that it is your sole responsibility to determine whether any of information that you use in connection with the Service qualifies as Individually Identifiable Health Information.

Before using Individually Identifiable Health Information in connection with the Service, you must (i) obtain express written authorization from RHI, which RHI shall have sole and complete discretion to grant or deny and (ii) execute any separate agreement or agreements requested by RHI or required by law, which are incorporated herein by reference upon execution by you and us.  For the avoidance of doubt, if you are a “covered entity” or “business associate” subject to HIPAA, you understand and agree that you must execute a legally sufficient business associate agreement before using any PHI in connection with the Service.  Further, regardless of where you work or reside, you understand and agree that additional agreements may be required if any of the Individually Identifiable Information you use in connection with the Service is subject to the GDPR, Swiss Data Protection Act 2020, LGPD, CPRA, or other law limiting the disclosure of Individually Identifiable Health Information to third parties.  You understand and agree that, as between you and us, it is your sole responsibility to determine which, if any, legal requirements apply to the Individually Identifiable Health Information you use in connection with the Services.

By using Individually Identifiable Health Information in connection with the Service, you represent and warrant that such use does not violate any applicable law.  In particular, where consent of the relevant identified or identifiable natural individual(s) and/or their legal guardian(s) is required to render lawful your use of Individually Identifiable Health Information in connection with the Services, you represent and warrant that you have obtained such consent, that the consent you obtained is legally sufficient under all applicable data protection laws, and that you will maintain any and all documentation necessary to demonstrate such consent to any court or data protection authority of competent jurisdiction.

In addition to and independent of the general indemnification provisions set forth below, you agree to indemnify, cover the cost of defending, and hold RHI harmless from and against any and all claims, demands, losses, causes of action, damage, lawsuits, and judgments, including attorneys’ fees and costs, arising out of or relating to (i) any alleged violation by you of this section entitled “Individually Identifiable Information” or (ii) your uploading, storing, transferring, or otherwise processing Individually Identifiable Health Information in connection with the Service. 

USER REPRESENTATIONS

You represent and warrant that: 

  • you will keep your password confidential and will be responsible for all use of your account and password by any third party;

  • all registration information you submit will be true, accurate, current, and complete; 

  • you will maintain the accuracy of such information and promptly update such registration information as necessary; 

  • you have the legal capacity to enter into with these Terms on your own behalf or, if entering into these Terms on behalf of an organization, that you have the legal capacity to enter into these Terms on behalf of your organization; 

  • you are not a minor in the jurisdiction in which you reside and are at least 18 years of age, regardless of the age of majority in your jurisdiction; 

  • you will refrain from engaging in any prohibited activities described in these Terms;

  • you own or otherwise are legally entitled to provide RHI with access (and the limited license described above) to any User Data that you use in connection with the Service;

  • any User Data that you submit is accurate to the best of your knowledge;

  • you will inform RHI of any later-discovered inaccuracies in your User Data; and 

  • your use of the Service will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

FEES AND PAYMENT

You may be required to purchase or pay a fee to access some of our services.  All purchases are non-refundable.

You agree to provide current, complete, and accurate purchase and account information for all purchases that you make from us.  You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.  Sales tax will be added to the price of purchases as deemed required by us.  All payments shall be in U.S. dollars.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.  We also reserve the right to refuse any order placed through the Service.

SUBSCRIPTIONS

Some of our services are provided on a subscription basis.  You will be informed of the length of your subscription term and (if applicable) any free trial period at the time that you sign up your subscription.  

If your subscription includes a free initial trial period, your paid subscription term will automatically begin at the conclusion of your free trial period, unless (i) you cancel your subscription before the end of your free trial period, using the contact information provided below or (ii) we decide, in our sole discretion, to terminate your access to the Service.  If you terminate your subscription prior to the conclusion of your free trial period, we may in our sole discretion terminate your access to the Service at any time.

At the time your paid subscription term begins, you authorize us to charge the method of payment associated with your account for the subscription rate disclosed to you at the time of sign-up.  A new subscription term will automatically begin at the end of each paid subscription term, unless (i) you cancel your subscription 7 days before the end of your free trial period, using the contact information provided below or (ii) we decide, in our sole discretion, to terminate your access to the Service.  Unless we notify you otherwise in advance, the new subscription term will be equal in length to your prior paid subscription term.  We may change the price of a subscription at any time, after notifying you of upcoming changes to the subscription rate by an email sent to the primary address associated with your account.  Cancellation of a paid subscription will take effect at the end of the current paid term.

    
If you are unsatisfied with our services or wish to cancel your subscription, please email us at contact@intelliseq.com.

PROHIBITED ACTIVITIES

You may not access or use the Service (including the Site) for any purpose other than that for which we make the Service available.  The Service may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.  As a user of the Service, you agree not to:

  • make any unauthorized use of the Service, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails or creating user accounts by automated means or under false pretenses;

  • use a buying agent or purchasing agent to make purchases on the Service;

  • use the Service to advertise or offer to sell goods and services;

  • circumvent, disable, or otherwise interfere with security-related features of the Service, including features that prevent or restrict the use or copying of any Content or enforce limitations on the access to and use of the Service and/or the Content contained therein;

  • input, upload, transmit, or otherwise provide to or through the Service any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

  • engage in unauthorized framing of or linking to the Site;

  • trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;

  • make improper use of our support services or submit false reports of abuse or misconduct;

  • engage in any automated use of the Service, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering, data extraction, or script launching tools;

  • interfere with, disrupt, or create an undue burden on the Service;

  • attempt to impersonate another user or person or use the username of another user;

  • sell or otherwise transfer your profile;

  • use any information obtained from the Service in order to harass, abuse, extort, or harm another person;

  • decipher, decompile, disassemble, reverse engineer, copy, create derivative works from, or adapt any of the software comprising or in any way making up a part of the Service;

  • harass, annoy, intimidate, or threaten any of our employees or agents;

  • delete the copyright or other proprietary rights notice from any Content;

  • disparage, tarnish, or otherwise harm, in our opinion, us and/or the Service;

  • access or use the Service in any manner or for any purpose that infringes, misappropriates, destroys, or otherwise violates any Intellectual Property Right or other right of any third party; and

  • use the Service in a manner inconsistent with any applicable laws or regulations, including by using or distributing Trovomics Services in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country.

U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101.  If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to these Terms in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data).  If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to these Terms in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202 3.  In addition, DFARS 252.227 7015 applies to technical data acquired by the DOD.  This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms.

SERVICE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Service for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including, without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, remove from the Service or otherwise disable all files and content that are excessive in size, are in any way burdensome to our systems, or contain objectionable content; and (5) otherwise manage the Service in a manner designed to protect our rights and property and to facilitate the proper functioning of the Service.

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others.  If you believe that any material available on or through the Service infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”).  A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.  Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification.  Thus, if you are not sure that material located on or linked to by the Service infringes your copyright, you should consider first contacting an attorney.

SERVICE MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove components of the Service that are available to unpaid users at any time or for any reason at our sole discretion without notice.  However, we have no obligation to update any information made available through the Service.  We reserve the right to, without notice and in our sole discretion, change, modify, or remove components of the Service that are available to paid subscribers at any time should we deem doing so necessary or useful (1) to comply with applicable law, or (2) to maintain or enhance service quality, cost efficiency, or the competitive strength of or market for the Service.

  • We also reserve the right to modify or discontinue all or part of the Service without notice at any time. 

  • We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Service.

  • We cannot guarantee the Service will be available at all times.  We may experience hardware, software, or other problems or need to perform maintenance related to the Service, resulting in interruptions, delays, or errors.  We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Service at any time or for any reason without notice to you.  You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance of the Service.  Nothing in these Terms will be construed to obligate us to maintain and support the Service or to supply any corrections, updates, or releases in connection therewith.


USER DATA

We will may maintain copies of User Data, as well as data relating to your use of the Service.  Although we perform regular routine backups of data, you are solely responsible for maintaining copies of all data that you transmit or that relates to any activity you have undertaken using the Service.  You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

TERM AND TERMINATION

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON ALLOWABLE BY LAW, INCLUDING, WITHOUT LIMITATION, FOR MATERIAL BREACH OF THESE TERMS.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.  In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including, without limitation, pursuing civil, criminal, and injunctive redress.

MODIFYING THESE TERMS
We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason allowable by law.  We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change to the maximum extent allowable by law.  It is your responsibility to periodically review these Terms to stay informed of updates.  You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are posted.

GOVERNING LAW

These Terms are governed by and interpreted following the laws of the state of Pennsylvania, without reference to choice-of-law principles.  To the maximum extent allowable by applicable law and subject to the provisions related to dispute resolution set forth below, RHI and yourself both agree to submit to the exclusive jurisdiction of a state or federal district court with venue over disputes arising in Wayne County, Pennsylvania.

DISPUTE RESOLUTION

Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration.  Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration
Any Dispute arising from the relationships between the Parties to this contract shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the American Arbitration Association.  The language of the proceedings shall be English and the venue shall be Philadelphia, Pennsylvania.  Applicable rules of substantive law shall be the law of the United States.

Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually.  To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.  If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information provided via the Service that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information.  We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information provided via the Service at any time, without prior notice.

DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS.  YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.  WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $50.00 USD.  CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party related to, arising out of, or connected to: your use of the Service, the use of your Service account by a third party, your alleged breach of these Terms, or the alleged breach of these Terms by a third party using your Service account.  Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.  We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications.  You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, on the Site, and otherwise, satisfy any legal requirement that such communication be in writing.  YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.  You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature, delivery or retention of non-electronic records, or payments or the granting of credits by any means other than electronic means.

MISCELLANEOUS

These Terms and any policies or operating rules posted by us on the Site or in respect to the Service constitute the entire agreement and understanding between you and us, unless we expressly enter into a written supplemental agreement.  Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.  These Terms operate to the fullest extent permissible by law.  We may assign any or all of our rights and obligations to others at any time.  We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.  If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.  There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Service.  You agree that these Terms will not be construed against us by virtue of having drafted them.  You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

CONTACT US

support@trovomics.com