Effective Date: August 15, 2016
A. Who are we?
Trace Genomics, Inc. (“Trace Genomics,” “we,” or “us”) is a Delaware incorporated company based in San Francisco, CA.
B. Content and Intellectual Property Rights.
2. Unauthorized or unapproved use of any Content constitutes copyright infringement which subjects you to civil and criminal penalties under United States and international laws and treaties.
C. Using the Website.
D. Advertisements and Links to Other Websites
E. Digital Millennium Copyright Act
1. If you are a copyright owner or an agent of a copyright owner, and you believe that any Content on the Website infringes your copyright(s), then you may submit a notification pursuant to the Digital Millennium Copyright Act of 1998 (the “DMCA”) by providing our Designated Copyright Agent with the following information in writing (“Notice”):
· a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (the “Complainant”);
· identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
· identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Trace Genomics to locate the material;
· information reasonably sufficient to permit Trace Genomics to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted;
· a statement that the Complainant has a good faith belief that use of the material in the manner complained of is not authorized by the Complainant, its agent, or the law; and
· a statement that the information in the notification is accurate, and under penalty of perjury, that the Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
“Infringement” means the unauthorized or not permitted use of copyrighted material or other intellectual property rights.
2. The above information must be included in the Notice and submitted to our Designated Copyright Agent by mail and email to the following addresses:
Trace Genomics, Inc.
Attention: DMCA agent
953 Indiana Street
San Francisco, CA 95107
3. If Your Material has been removed for alleged infringement and you believe it should not have been, you may send us a written counter-notice (“Counter-Notice”), which must include:
4. We will respond to all such notices in compliance with applicable law. We have the right to remove content alleged to be infringing, at our sole discretion, without prior notice.
5. Please also note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
F. Warranty Disclaimers.
YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPRESSLY STATED, THE WEBSITE, CONTENT, SERVICES AND REPORTS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT, STATUTORY, BY OPERATION OF LAW OR OTHERWISE, EXPRESSLY DISCLAIMING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT AND ALL IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. ADDITIONALLY, THERE ARE NO WARRANTIES THAT THE WEBSITE, CONTENT, SERVICES OR REPORT WILL MEET YOUR REQUIREMENTS. TRACE GENOMICS, ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS (“PERSONNEL”) DO NOT WARRANT THAT THE WEBSITE, CONTENT, SERVICES OR REPORTS ARE ACCURATE, COMPLETE, USEFUL, RELIABLE, CURRENT OR ERROR FREE, THAT ERRORS WILL BE CORRECTED OR THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE REPORT INCLUDES OPINIONS, PROVIDED FOR INFORMATIONAL PURPOSES, BASED ON THE SAMPLES, AND IS DEPENDENT UPON THE QUALITY AND STATE OF SAMPLES ACTUALLY RECEIVED.
G. Limitation of Liability.
3. Fees and Payment. You agree to pay Trace Genomics a fee for the Services (“Subscription Fee”) and fees for testing and analyzing the Samples as posted on the Website or as described in a Trace Genomics pricing plan issued to you (“Testing Fees;” collectively, with Subscription Fee, “Fees”). Fees are due and payable within 10 business days of Trace Genomics’ invoice without set-off or deduction and, once paid, are nonrefundable. Fees may be paid by check, wire transfer or credit card. Trace Genomics may adjust payment terms following written notice.
4. Ownership and Licenses.
4.2 By Customer. You retain all right, title and interest (including all intellectual property rights) in and to the metadata (e.g., timestamps, location information, management practices, etc.) that you provide to us and the Test Results (excluding the Data), and you hereby: (a) grant to Trace Genomics the non-exclusive, fully paid up, perpetual, irrevocable and worldwide right to use the metadata and Test Results and all derivatives thereof to support, maintain and improve the Service, for marketing or distribution to third parties and for other business purposes on a non-identifiable, anonymous, aggregated basis; and, (b) agree the Test Results are provided by Trace Genomics for your exclusive internal business purposes and use only and may not be made available by you to third parties for any purposes (other than to agronomists or consultants providing you services based on the Test Results) without Trace Genomics’ prior written consent.
K. PRICE; TERMS OF PAYMENT.
1. All prices on the Website are subject to change without notice, and the price for Services or Products shall be that price in effect at the time of our acceptance of an Order.
2. When you submit an Order, you must supply certain information relevant to the Order, including credit card number, the expiration date of the credit card, billing address, and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY ORDER. The Website utilizes framing techniques to serve content to Trace Genomics’ service providers while preserving the look and feel of the Website. Please be aware that you are providing the foregoing payment information to these third parties and not to Trace Genomics.
3. Unless otherwise agreed in writing, all invoices are due at the time of Trace Genomics’ acceptance of your Order, and Trace Genomics’ service provider shall charge your credit card for the full purchase amount at that time.
L. GENERAL PROVISIONS.
4. Independent Contractors. The parties are independent contractors, joint venturers or partners of each other and not the employer, employee, agent or representative of the other party.