Last modified: May 26, 2015
By accessing and/or using the Site, you (“you”) accept and agree to be bound by, and become a party to, the terms and conditions of this TOU. If you do not agree to the terms and conditions of this Agreement or if you are not authorized to enter into or be bound by this Agreement, then do not access or use the Site. If You are using the Site in your capacity as an employee, representative, consultant or contractor of a company, institution or other entity (an “Employing Entity”), you represent, warrant and agree that you are authorized to enter into this Agreement on behalf of yourself and your Employing Entity and to bind yourself and your Employing Entity to the terms and conditions of this TOU. In such case, all references to “you” and “your” in this TOU shall include such Employing Entity.
1. Use of the Site
This Site is designed to provide and receive information and communications about Complete Genomics, our products and services and related subjects. Complete Genomics invites you to access, view and use this Site for your informational, non-commercial use only, subject to and in compliance with this Agreement. The contents of this Site cannot be copied, downloaded or stored for any other purpose without the express written permission of Complete Genomics. The Site and its contents are protected by copyright under both United States and foreign laws. Any copy of such contents made by you must retain all Complete Genomics copyright or other proprietary notices and disclaimers contained on or in such content. You shall not modify, distribute, publicly display, sell, license, exploit, broadcast, publish, transfer to third parties or create derivative works of any contents of the Site or the Site itself. Your access and use of the Site is subject to, and you shall comply with, all applicable international, federal, state, and local laws, rules and regulations. Complete Genomics and its licensors retain all right, title and interest in and to the Site and its contents (and any intellectual property rights in or to the Site and its contents), subject to the limited rights expressly granted in this Agreement. Except as expressly stated in this TOU, no rights or licenses are granted in or to the Site or its content (or any other intellectual property of Complete Genomics), by implication, estoppel or otherwise.
Complete Genomics makes no warranties or representations as to the accuracy or completeness of information presented on the Site. In addition, any information available on the Site as of a particular date may only be accurate as of such date and Complete Genomics disclaims any responsibility to update such information. Complete Genomics (and any party involved in creating, producing, or hosting this Site or its contents) shall not be held responsible nor liable for your use of the Site or its contents (or your inability to access or use the Site) or for any action taken that is based on the information presented on this Site (or for any damages that result from any of the foregoing). All access to and use of the Site and any and all content and information on this Site is solely at your own risk.
You understand and agree that all information, communications, listings, data, text, software, sound, photographs, graphics, video, messages or other materials which is transmitted, uploaded, posted, submitted or otherwise provided, whether publicly or privately, to Complete Genomics through the Site or otherwise (collectively, “User Content”) are the sole responsibility of the person from which such User Content originated. If you are submitting User Content on behalf of one or more entities or persons (“third parties”) then you confirm and warrant that you are authorized to act on behalf and bind such third parties to the applicable terms of this Agreement. You understand and agree that by accessing the Site, you may be exposed to User Content that is offensive, indecent, inaccurate, objectionable or otherwise inappropriate. We may or may not (and are not required to) screen, monitor or control the User Content posted on the Site, including any communications, information or other User Content from other users. Under no circumstances will Complete Genomics be liable for any User Content, including any errors or omissions in any User Content, or any loss or damage incurred as a result of the use of or reliance upon any User Content, and you agree to release Complete Genomics from, and waive any rights to bring or assert any claims for, any liabilities arising from any User Content. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any and all harm resulting from your User Content or your use of the Site in violation of this Agreement.
3. User Conduct
You agree that you are responsible for your own conduct and User Content while using the Site and for any consequences of such conduct and User Content. You agree to use the Site only for purposes that are legal, proper and in accordance with the Agreement and any applicable laws, rules, regulations, policies and guidelines. By way of example, and not as a limitation, you agree that when using the Site, You will not:
- defame, abuse, harass, stalk, spam, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others or harm minors in any way;
- upload, post, provide, email or transmit or otherwise make available any inappropriate, defamatory, obscene, offensive or unlawful information, content or materials, such as, for example and without limitation, slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status;
- upload, post, email or transmit or otherwise make available any User Content that infringes, misappropriates or violates any patent, trademark, copyright, trade secret or other proprietary right or privacy right of any party or that violates any contractual or fiduciary obligation;
- upload, post, email or transmit or otherwise make available unauthorized or unsolicited advertising, promotional materials, “junk mail”, “spam”, or information or communications that promote pyramid schemes, chain letters or disruptive commercial messages or ads;
- download any file posted by another that you know, or reasonably should know, cannot be legally distributed in such manner;
- impersonate another person or entity, or falsify or delete any author attributions, legal or other formal notices, proprietary designations or labels of the origin or source of material;
- use any information received through the Site to attempt to identify other users, to contact other users (other than through features for contacting other users that may be offered through the Site), or for any forensic use;
- restrict or inhibit any other user from using and enjoying the Site;
- use the Site for any illegal or unauthorized purpose;
- remove or modify any copyright, trademark or other proprietary rights notices contained in or on the Site;
- interfere with, damage, disable, impair or disrupt (or access non-public parts of) the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or collect information about users for any unauthorized purpose;
- submit User Content that falsely expresses or implies that such User Content is sponsored or endorsed by Complete Genomics;
- create user accounts by automated means or under false or fraudulent pretenses;
- remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use of copying of the Site or features that enforce limitations on the use of the Site;
- engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site;
- promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or
- upload, post, transmit, submit links to or otherwise provide any viruses, worms, defects, Trojan horses, malware or any items of a destructive or malicious nature.
International users agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to the United States or your country of residence.
This Site is not intended for use by minors or designed to attract users under the age of eighteen. Complete Genomics will not collect any personally identifiable information from any user Complete Genomics actually knows is under the age of eighteen.
The trademarks, service marks, and logos of Complete Genomics (“Complete Genomics Trademarks”) that are used and displayed on this Site are registered and unregistered trademarks or service marks of Complete Genomics and shall remain the property of Complete Genomics. Nothing on this Site should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any trademark displayed on this Site without the prior written consent of Complete Genomics. The Complete Genomics Trademarks may not be used to disparage Complete Genomics, Complete Genomics’ services or products, or otherwise damage any goodwill in the Complete Genomics Trademarks. Use of any Complete Genomics Trademarks as part of a link to or from any site is prohibited unless Complete Genomics approves the establishment and use of such a link in writing. All goodwill and value generated from the use of any Complete Genomics Trademark shall be solely to Complete Genomics’ benefit.
6. Copyright Policy
Complete Genomics respects the intellectual property rights of others and expects users of the Site to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that any work of authorship that you own or control has been copied or utilized on the Site in a way that constitutes copyright infringement, please provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) 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 us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Notice of alleged copyright infringement or other legal notices regarding User Content appearing on the Site shall be sent to [support@CompleteGenomics.com]. We reserve the right to remove User Content alleged to be infringing or otherwise illegal without prior notice.
Complete Genomics may modify or amend this TOU in its sole discretion with advance notice by posting the modifications or amended Agreement on the Site at least fifteen (15) days prior to going into effect. All modified terms and conditions for this Agreement will be effective fifteen (15) days after they are posted on the Site, or such later date as may be designated on such modified TOU (unless a longer notice period is required by applicable law). If any modified terms and conditions are not acceptable to You, your sole remedy is to cease using the Site. By continuing to access or use the Site after Complete Genomics makes any such modification or amendment, you agree to be bound by the revised Agreement. Should you not wish to be bound by the modified TOU, do not use the Site. This Agreement may not otherwise be modified or amended, except with the written agreement of both parties.
8. Changes to Site and Termination of Site Use
Complete Genomics reserves the right, in its sole discretion, at any time to modify, augment, limit, suspend, discontinue or terminate the Site without advance notice. All modifications and additions to the Site shall be governed by this Agreement, unless otherwise expressly stated by Complete Genomics in writing.
Without limiting other remedies, Complete Genomics may immediately terminate or suspend your access to, and right to use, the Site and remove any material (including User Content) from the Site or our servers, in the event that you breach this Agreement. Complete Genomics also reserves the right to terminate, limit or suspend your access to and/or use of the Site at any time and for any reason or no reason (except to the extent expressly provided otherwise by Complete Genomics in writing).
After any termination of your access to and/or right to use the Site, we will have no further obligation to provide you with access to the Site and all licenses and other rights granted to you by this Agreement will immediately cease. Complete Genomics is not liable to you or any third party for termination of your access to and/or use of the Site. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION (INCLUDING ANY USER CONTENT OR OTHER USER SUBMISSIONS) THAT YOU HAVE SUBMITTED, POSTED, UPLOADED OR OTHERWISE MADE AVAILABLE ON THE SITE MAY NO LONGER BE ACCESSED BY YOU. Furthermore, except as may be required by applicable law, Complete Genomics will have no obligation to store, maintain, delete or erase any User Content or other information stored in our database related to you or to forward any information to you or any third party.
Any suspension, termination or cancellation will not affect your obligations to Complete Genomics under this Agreement (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
9. Indemnification; Disclaimer of Warranties
You agree to defend, indemnify, and hold Complete Genomics, its officers, directors, employees and agents, harmless from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (i) your access to or use of the Site or User Content; (ii) your violation of the Agreement; (iii) your violation of any applicable laws, rules or regulations; or (iv) any User Content posted, uploaded or provided by You.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SITE, INCLUDING ANY CONTENT ON THE SITE, AND USER CONTENT IS AT YOUR SOLE RISK AND COMPLETE GENOMICS SHALL NOT BE LIABLE FOR ANY INABILITY TO USE, OR ANY DELAYS, ERRORS OR OMISSIONS WITH RESPECT TO, THE SITE OR SUCH CONTENT. THE SITE AND USER CONTENT AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED WITHIN THEM, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPLETE GENOMICS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE, CONTENT ON THE SITE, AND USER CONTENT, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
COMPLETE GENOMICS MAKES NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SITE WILL BE UNINTERRUPTED, AVAILABLE FOR USE AT ANY GIVEN TIME, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL BE ACCURATE, RELIABLE OR OTHERWISE MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN ANY SOFTWARE AVAILABLE THROUGH THE SITE WILL BE CORRECTED.
ANY DOWNLOADING OR USE OF ANY CONTENT OR MATERIAL VIA THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
10. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPLETE GENOMICS, AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SITE, USER CONTENT, INFORMATION, RESULTS AND OTHER CONTENT AND INFORMATION AVAILABLE THROUGH THE SITE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPLETE GENOMICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL COMPLETE GENOMICS’ (OR ITS AFFILIATES’, OFFICERS’, DIRECTORS’, EMPLOYEES’, AGENTS’ AND LICENSORS’) CUMULATIVE LIABILITY TO YOU EXCEED US $1,000, EXCEPT TO THE EXTENT SUCH LIMITATION IS NOT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN ANY SERVICE TERMS.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you to the extent applicable law so requires.
11. General Information
The Agreement constitutes the entire agreement between you and Complete Genomics with respect to your use of the Site and related subject matter of this TOU, superseding any prior agreements, understandings or arrangements between you and Complete Genomics. You may not assign the Agreement or assign any rights or delegate any obligations under this Agreement, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Complete Genomics. Any purported assignment or delegation by you without the appropriate prior written consent of Complete Genomics will be null and void. Complete Genomics may assign the Agreement or any rights under this Agreement without your consent. The Agreement and the relationship between you and Complete Genomics shall be governed by the laws of the State of California, without regard to or application of its conflict of law provisions, rules and principles. The failure or delay of Complete Genomics to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision to the full extent consistent with applicable law, and the other provisions of the Agreement remain in full force and effect. You and Complete Genomics are independent contractors and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Complete Genomics may provide notices to You with respect to this Agreement or the Site by posting such notices to the Site or by sending them to the e-mail address or other contact address (if any) you provide upon registration or setting up your account. Any such notices shall be deemed properly and timely given to you under this Agreement. You consent to the use of: (a) electronic means to complete this Agreement and to provide you with any notices given pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Site.
12. VIOLATIONS AND COMMENTS
Please report any violations of the Agreement or provide any comments or questions by emailing us at [support@CompleteGenomics.com]. You agree, however, that If you make or provide any suggested improvements, enhancements, comments, recommendations or other feedback with respect to the Site (collectively, “Suggestions”), you automatically (and do hereby) grant to Complete Genomics an unlimited, royalty-free, worldwide, irrevocable, perpetual, fully sublicenseable, transferable license to use and exploit such Suggestions in any way for any purpose under any intellectual property rights in, to and under such Suggestions you may have.
13. California Users
In accordance with California Civil Code 1798.83, California residents are entitled to know that they may file grievances and complaints at California Department of Consumer Affairs, 400 R Street, Suite 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210 FREE; or by e-mail to firstname.lastname@example.org.