These Terms govern your access to and use of the Site. Products and services that we offer through the Site may be subject to separate or additional terms and conditions. The following terms and conditions are hereby incorporated into and constitute part of these Terms:
In the event of a conflict, the terms and conditions listed above shall each control with respect to the subject matter that such terms and conditions pertain to.
2. Permission to Access the Site
We operate the Site to provide information and education to, and to communicate with, the life sciences community, as well as to sell products and services to our life sciences industry customers rather than to individual consumers. You are hereby granted a non-exclusive, non-transferable, revocable license to access the Site via an industry-standard web browser and use the Site strictly in accordance with these Terms. Unless otherwise expressly provided, nothing on the Site constitutes an offer or solicitation to conduct business in any jurisdiction.
You may not access or use the Site in violation of any applicable laws, regulations, or third party rights. Not all products and services are available in all geographical areas. Your eligibility to receive any product or service may be subject to approval by Codex DNA, Inc.
We reserve the right to seek all remedies available at law and in equity for violations of these Terms, including the right to block access to a user of the Site and to block IP addresses. We also reserve the right, to the greatest extent permitted by law, to cancel, terminate, and remove your account and any contents generated by You within the Site, at our sole discretion and at any time, including in cases of violations of these Terms.
Access to and use of password protected or otherwise secured areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access such areas of the Site may be subject to prosecution in addition to any other remedy available at law or equity, including the suspension or termination of access to the Site.
4.Intellectual Property Rights
The Site is protected by intellectual property rights held by Codex DNA., our affiliated entities, or third parties. Such intellectual property rights include, but are not limited to, patents, trademarks, trade names, inventions, copyrights, design rights, and rights in and to databases, know how, and any other intellectual property relating to the Site. All intellectual property rights are reserved unless granted in an express written license.
5. Disclaimer of Warranties and Conditions
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODEXDNA.COM PROVIDES THE SITE “AS IS,” “WITH ALL FAULTS,” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, CODEXDNA.COM DISCLAIMS ANY IMPLIED WARRANTIES OF ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CODEXDNA.COM NOR ANY OF OUR CORPORATE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR OTHER REPRESENTATIVES (COLLECTIVELY, “AFFILIATED PARTIES”) SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, AND LITIGATION), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You use and access the Site at your own risk. To the maximum extent permitted by applicable law, we and our Affiliated Parties shall assume no responsibility and shall have no liability, on any basis, for any errors or omissions on the Site, except where, under mandatory applicable laws, liability cannot be disclaimed. We do not warrant that your access to or use of the Site will be uninterrupted or error free, or that You may obtain any particular results by use of the Site.
You agree to indemnify, defend and hold harmless us and our Affiliated Parties from and against all losses, expenses, damages, and costs, including reasonable attorney fees, resulting from any violation by You of these Terms or from our termination of your access to or use of the Site. Such termination will not affect either party’s rights or obligations, which accrued before the termination.
8. Linking and Third Party Sites
9. Governing Law and Forum
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without giving effect to its conflicts of law principles and excluding the U.N. Convention on the International Sale of Goods. Any claim by You against Codex DNA or by Codex DNA against You, arising from or relating to these Terms or the Site, must be brought within one (1) year after such claim or cause of action arises. Except as otherwise provided in these Terms, any claim or controversy arising out of or relating to these Terms or the breach thereof shall be settled by binding arbitration in San Diego, California, USA. The arbitration shall be administered by Judicial Arbitration and Mediation Services (“JAMS”) in its San Diego, California, USA office. The arbitrator shall be a retired superior court or other appropriate level judge of the state of California affiliated with JAMS. CodexDNA.com and You each reserves the right to file with a court of competent jurisdiction an application for temporary or preliminary injunctive relief, writ of attachment, writ of possession, temporary protective order and/or the appointment of a receiver on the grounds that the arbitration award to which the applicable party may be entitled may be rendered ineffectual in the absence of such relief. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The award of the arbitrator shall be binding, final, and non-appealable. Any arbitration hereunder may be consolidated by JAMS with the arbitration of any other dispute among the parties arising out of or relating to the same subject matter when the arbitrator determines that there is a common issue of law or fact creating the possibility of conflicting rulings by more than one arbitrator. Any disputes over which arbitrator shall hear any consolidated matter shall be resolved by JAMS. The arbitrator shall not have any power to alter, amend, modify or change any of the terms of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement or not available in a court of law. The costs of the arbitration, including any JAMS administration fees and any arbitrator’s fees, and costs of the use of facilities during the arbitration hearings, shall be borne equally by the parties. Except as provided by the rules of JAMS, arbitration will be the sole, exclusive and final remedy for any dispute between the parties hereto.
No Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any right.
Compliance with Applicable Laws. You represent and warrant that You shall comply with all laws and regulations that apply to your access and use of the Site, including, but not limited to, any applicable national laws that prohibit the export or transmission of technical data or software to certain territories or jurisdictions.
Severability. If any provision of these Terms is held to be unenforceable, the remaining Terms shall remain in full force and effect, and the unenforceable provision shall be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
Assignment. We may assign our rights and duties under these Terms to any party, or we may replace the contractually bound entity by way of novation by posting on the Site or updating these Terms with the name of another entity, at any time without prior notice to You.