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TERMS OF USE

 

The following are the terms and conditions for use of the Lab Symplified website and various other websites and apps operated by LabSy, Inc., an Illinois corporation, and to the extent applicable, any of its affiliates (collectively, “LabSy”) in support of the LabSy business (individually, each a “Site,” and collectively, the “Sites”).  These Terms of Use apply to the LabSy Sites. 

The Sites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein.  Your use of the Sites constitutes your agreement to all such terms, conditions, and notices. Your use of a particular Site may also be subject to additional terms, codes of conduct, or guidelines that govern use of those sites, including without limitation, particular features or offers of that Site, and any additional terms and conditions set forth on the Site (the “Additional Terms”). If you are a customer of LabSy, your use of the LabSy platform and services (the “Services”) is governed by the LabSy SaaS Services Agreement between you and LabSy (the “SaaS Terms”).

In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular Site, then these terms shall control. For customers of LabSy, in the event that any of the terms, conditions, and notices contained herein conflict with the SaaS Terms, then the SaaS Terms shall control.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION

Please see the Privacy Statement for disclosures relating to the collection and use of your personal information.

MODIFICATION OF THESE TERMS OF USE

LabSy reserves the right to change the terms, conditions, and notices under which the Sites are offered.  You are responsible for regularly reviewing these terms and conditions. Your continued use of the Sites constitutes your agreement to all such terms, conditions, and notices.

PERSONAL AND NON-COMMERCIAL USE LIMITATION; INTELLECTUAL PROPERTY RIGHTS

The content available and any Services made available through the Sites is the property of LabSy or its licensors and is protected by copyright, trademark, and other intellectual property laws.  You may not modify, copy, upload, download, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Sites.  You acknowledge that LabSy retains exclusive ownership (or is the licensee) of the Sites, all content, materials, and information contained therein, and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trademarks, or trade secrets with respect to the Sites or their contents, and LabSy reserves all rights not expressly granted hereunder.  Without the advance express written permission of an authorized representative of LabSy, you may not “meta-search” the Sites, send, or cause to be sent, any automated queries of any sort to the Sites, or use the Sites in any commercial manner. 

LINKS TO THIRD-PARTY SITES

The Sites may contain links to third-party Web Sites (“Linked Sites”) including, but not limited to: links to relevant portions of third-party social media sites.  The Linked Sites are not under the control of LabSy, and LabSy is not responsible for the contents of any Linked Site, including without limitation: any link contained in a Linked Site, or any changes or updates to a Linked Site.  LabSy is not responsible for webcasting or any other form of transmission received from any Linked Site, nor is Labsy responsible if the Linked Site is not working appropriately. LabSy is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by LabSy of the site or any association with its operators.  You are responsible for viewing and abiding by the privacy policies and terms of use posted at the Linked Sites.

Any dealings with third-parties (including advertisers) included within the Sites or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and the advertiser or other third-party. LabSy shall not be responsible or liable for any part of any such dealings or promotions.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Sites, you will not use the Sites for any purpose that is unlawful or prohibited by these terms, conditions, and notices or causes damage to any third-party.  You may not use the Sites in any manner that could damage, disable, overburden, or impair any Sites (or the network(s) connected to any Site) or interfere with any other party’s use and enjoyment of any Sites.  You may not attempt to gain unauthorized access to any Sites, other accounts, computer systems, or networks connected to any Sites, through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Sites.

COMMUNITY FEATURES

LabSy may offer opportunities for you to transmit messages, information, ideas, opinions, images, audio, video, creative works, or other information or material (collectively, the “Submitted Content”) in connection with various features of the Sites (collectively, the “Community Features”).  You are solely responsible for your Submitted Content and must use the Community Features in a responsible manner. LabSy may also offer opportunities for you to transmit messages, information, ideas, opinions, images, audio, video, creative works, or other information or material via third-party social networking websites and products (“Third-Party Social Networking Features”).  Any use of Third-Party Social Networking Features is subject to the then current terms of use of the applicable third-party website or product and not this Agreement, unless you are notified otherwise, in which case the terms and conditions set forth in such notification will apply.

In order to participate in Community Features, you may be asked to register an account by providing certain personal information such as your name and/or email address.  The LabSy Privacy Policy explains how such information may be collected and used. In consideration of your use of the Sites, you agree (i) to provide accurate, current, and complete information about yourself as may be prompted by any registration forms (“Registration Data”); (ii) to maintain the security of your password and identification provided, if any; (iii) to maintain and promptly update Registration Data and any other information you provide to LabSy, and to keep it accurate, current, and complete; (iv) not to sell, transfer, or assign your account; and (v) to be fully responsible for all use of your account, and for any actions that take place using your account.

LabSy and its third-party providers (“Vendors”) do not monitor, endorse, edit, or screen your Submitted Content, although LabSy and its Vendors reserve the right to do so, and neither LabSy nor its Vendors shall be liable for your Submitted Content.  You acknowledge that your Submitted Content is not confidential, and that your Submitted Content may be read, intercepted by others and widely accessible on the Internet and/or via other interactive media, and that you have no expectation of privacy with regard to any such submission.  You acknowledge that by submitting your Submitted Content via any of the available Community Features, no confidential, fiduciary, contractually implied or other relationship is created between you and LabSy or between you and LabSy’s Vendors other than as expressly set forth in this Agreement.  You acknowledge that LabSy is not responsible for, and cannot and does not guarantee, the accuracy, completeness, or reliability of information in any material posted or submitted by any user of the Community Features. You represent that your Submitted Content is an original work by you or that you have all necessary rights in it and to submit it to LabSy under the terms of this Agreement.  You further agree that you are solely liable for any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs, and expenses, including attorneys’ fees, connected to or arising from your breach of any representation or warranty, or other violation of this Agreement. If LabSy determines, in LabSy’s sole discretion and judgment, that your Submitted Content violates, or may violate, any of the terms of this Agreement, LabSy reserves the right to: (a) refuse to allow you to upload information or otherwise transmit material; (b) remove and delete your Submitted Content; (c) revoke your right to use the LabSy Sites and/or any Community Features; and/or (d) use any technological, legal, operational, or other means available to LabSy to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration on this or any of the LabSy Sites and any of the Community Features.

You are solely responsible for your interactions with other users of the LabSy Sites.  We reserve the right, but have no obligation, to monitor disputes between you and other users of any Community Features.

By transmitting your Submitted Content via the Community Features, you grant, and represent and warrant that you have the right to grant, to LabSy a worldwide, perpetual, royalty-free, non-exclusive, sub-licensable and irrevocable right and license to use, reproduce, prepare derivative works based upon, distribute, perform, sell, and display your Submitted Content for any purpose throughout the universe, in whole or in part, in any form, media, or technology known or hereafter developed.

INDEMNIFICATION

You hereby agree to indemnify and hold LabSy and all LabSy Entities, harmless from all claims, liabilities, damages, and expenses (including attorneys’ fees and expenses) arising out of or relating to: (A) your use of the LabSy Sites and the products and/or services purchased via the LabSy Sites, subject to the LabSy SaaS Terms; or (B) any alleged breach of this Agreement by you.  For purposes of this Agreement, the “LabSy Entities” shall mean, LabSy, Inc. and any parent, subsidiary, affiliated and related persons and entities, and all of the officers, directors, shareholders, members, managers, employees, contractors, attorneys, and agents of each of the foregoing, and any entity which, now or in the future, controls, is controlled by, or is under common control with any of the foregoing.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE LABSY SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.  CHANGES ARE PERIODICALLY MADE TO THE LABSY SITES AND TO THE INFORMATION THEREIN. LABSY AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE LABSY SITES AT ANY TIME.  ADVICE OR INFORMATION RECEIVED VIA THE LABSY SITES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL, OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.  THE LABSY ENTITIES AND/OR THEIR RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS CONTAINED WITHIN THE LABSY SITES FOR ANY PURPOSE.  ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LABSY AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT.  YOU SPECIFICALLY AGREE THAT THE LABSY ENTITIES SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE LABSY SITES. YOU SPECIFICALLY AGREE THAT THE LABSY ENTITIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE, OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.  YOU SPECIFICALLY AGREE THAT THE LABSY ENTITIES ARE NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE LABSY SITES BY ANY THIRD-PARTY.

THE LABSY ENTITIES’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.  IN NO EVENT SHALL THE LABSY ENTITIES AND/OR THEIR EMPLOYEES, PARENTS, SUBSIDIARIES, CONTRACTORS, AGENTS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE LABSY SITES WITH THE DELAY OR INABILITY TO USE THE LABSY SITES OR RELATED SERVICES, THE PROVISION OF, OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE LABSY SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE LABSY SITES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE LABSY ENTITIES OR ANY OF THEIR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE LABSY SITES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE LABSY SITES.

LABSY MAKES NO WARRANTY THAT ANY LABSY SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

GENERAL

This Agreement is governed by the laws of the State of Illinois, U.S.A.  You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Cook County, Illinois, U.S.A., in all disputes arising out of or relating to the use of the LabSy Sites.  You agree that no joint venture, partnership, employment, or agency relationship exists between you and LabSy as a result of this Agreement or use of the LabSy Sites. You agree to indemnify and hold LabSy, the LabSy Entities, their respective parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys’ fees, asserted by any third-party due to or arising out of your use of or conduct on the LabSy Sites.  LabSy reserves the right to disclose any personal information about you or your use of the LabSy Sites, including its contents, without your prior permission if LabSy has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of the LabSy entities or their affiliated companies; (3) enforce this User Agreement or any other agreement relating to your use of any LabSy Sites; or (4) act to protect the interests of its partners and affiliates or others.  LabSy’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of LabSy’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the LabSy Sites or information provided to or gathered by LabSy with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.  Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and LabSy with respect to the LabSy Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and LabSy with respect to the LabSy Sites. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  

ACKNOWLEDGEMENT

BY ACCESSING THE LABSY SITES AND/OR UTILIZING ANY LABSY SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THE SAME.