These Terms and Conditions of Use (the "Terms of Use") apply to the Coriell Life Sciences, Inc. website and services located at coriell.com, genedose.com, safetrx.coriell.com, coriell-services.com, and all associated sites and services on subdomains and/or hosted domains (collectively, the "Services"). The Services are the property of Coriell Life Sciences, Inc. ("CLS" or "Company") and its licensors. BY USING THE SERVICES, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
CLS reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes.
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Content, contained or hosted on the Services is owned, controlled or licensed by or to CLS, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
Except as expressly provided in these Terms of Use or by prior written agreement between CLS and you, no part or output of the Services may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website, or other medium for publication or distribution, or for any commercial enterprise, without CLS’s express prior written consent.
You may use information on CLS products and services, such as knowledge base articles and similar materials, purposely made available to you by CLS for downloading from the Services, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) do not broadcast such information in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.
You may not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Services or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Services or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services. CLS reserves the right to bar any such activity.
You may not attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services, by hacking, password scanning, or any other illegitimate means.
Other than provided for by prior written consent by CLS, you may not probe, scan or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures on the Services or any network connected to the Services. You may not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Services, or any other customer of CLS, including any CLS Services account not owned by you, to its source, or exploit the Services or any service or information made available or offered by or through the Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Services.
You agree that you will not take any action that imposes an unreasonable, unpermitted, or disproportionately large load on the infrastructure of the Services or CLS’s systems or networks, or any systems or networks connected to the Services.
You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any transaction being conducted on the Services, or with any other person’s use of the Services.
You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to CLS on or through the Services or any service offered on or through the Services. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
You may not use the Services or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of CLS or others.
Additional terms and conditions may apply to the provision of services by or between CLS and you and your organization, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Services or for any service offered on or through the Services, the latter terms shall control with respect to your use of that portion of the Services or the specific service.
CLS’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on the Company's websites should be construed to alter such agreements.
CLS may make changes to any products or services offered as part of CLS's Services, or to the applicable prices for any such products or services, at any time, without notice. The materials on CLS's websites with respect to products and services may be out of date, and CLS makes no commitment to update the materials on the Company's websites with respect to such products and services.
The following terms also govern and apply to your use of the Services, and they are incorporated herein by this reference:
- Coriell Life Sciences Master Services Agreement ("MSA")
- Any applicable Statements of Work ("SOW")
- Privacy Policy
Each of these policies may be changed from time to time and are effective immediately upon posting such changes on the Company's website.
Certain features or services offered on or through the Services may require you to open an account (including setting up a username and password), or to associate or link an external account managed by you or your organization. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify CLS immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by CLS or any other user of or visitor to the Services due to someone else using your username, password, or account as a result of your failing to keep your account information secure and confidential.
You may not use anyone else’s username, password or account at any time to access the Services. CLS cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
CLS’s Privacy Policy applies to use of the Services, and its terms are made a part of these Terms of Use by this reference. Additionally, by using the Services, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
The Services may contain links to other independent third-party Web sites ("Linked Sites"). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under CLS’s control, and CLS is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.
CORIELL LIFE SCIENCES, INC., DOES NOT PROMISE THAT THE SERVICES OR ANY CONTENT, SERVICE OR FEATURE OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SERVICES WILL PROVIDE SPECIFIC RESULTS. THE SERVICES AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ALL INFORMATION PROVIDED AS PART OF THE SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE. CLS CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. CLS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND ANY LINKED SITES. EXCEPT AS PROVIDED FOR IN WRITTEN CONTRACT BETWEEN YOU AND CORIELL LIFE SCIENCES, INC., YOUR SOLE REMEDY AGAINST CLS FOR DISSATISFACTION WITH THE SERVICES OR ANY CONTENT IS TO STOP USING THE SERVICES OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
CLS reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Services, or any portion of the Services, for any reason; (2) to modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (3) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
Except where prohibited by law, in no event will CLS be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if CLS has been advised of the possibility of such damages.
If, notwithstanding the other provisions of these Terms of Use, CLS is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Services or any Content, CLS’s liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to any service you have paid to CLS in the six months prior to the date of the initial claim made against CLS (but not including the price for any physical goods or fees associated with postage or mailings), or (2) US$100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
You agree to indemnify and hold CLS, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against CLS by any third party due to or arising out of or in connection with your use of the Services.
CLS may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Services, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) CLS's rights or property, or the rights or property of visitors to or users of the Services, including CLS’s customers. CLS reserves the right at all times to disclose any information that the Company deems necessary to comply with any applicable law, regulation, legal process or governmental request. CLS also may disclose your information when CLS determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that CLS may preserve any transmittal or communication by you with CLS through the Services or any service offered on or through the Services, and may also disclose such data if required to do so by law or CLS determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of CLS, its employees, users of or visitors to the Services, or the public.
You agree that CLS may, in its sole discretion and without prior notice, terminate your access to the Services and/or block your future access to the Services if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Services. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to CLS, for which monetary damages would be inadequate, and you consent to CLS obtaining any injunctive or equitable relief that CLS deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies CLS may have at law or in equity.
You agree that CLS may, in its sole discretion and without prior notice, terminate your access to the Services, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Services or any service offered on or through the Services, or (4) unexpected technical issues or problems.
If CLS does take any legal action against you as a result of your violation of these Terms of Use, CLS 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 CLS. You agree that CLS will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.
You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the Commonwealth of Pennsylvania without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Philadelphia County, Pennsylvania, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between CLS and you arising out of or in connection with your use of the Services, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.
CLS administers and operates the Services from its location in Philadelphia, Pennsylvania USA. Although the Services are accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. CLS 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 the Services is void where prohibited. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.
If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and CLS with regard to your use of the Services, and any and all other written or oral agreements or understandings previously existing between you and CLS with respect to such use are hereby superseded and cancelled. Other than as provided in a purchase agreement you enter into with CLS, CLS will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. CLS’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by CLS of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between CLS and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.
Any feedback you provide to CLS, other than that directly pertaining to your protected health information, with respect to the Services shall be deemed to be non-confidential. CLS shall be free to use such information on an unrestricted basis.