Pathway Genomics Corporation Terms of Service for atrium.pathway.com
Effective Date: July 19, 2011
Please read these terms of service carefully. BY AGREEING WITH THESE TERMS OF SERVICE DURING THE REGISTRATION PROCESS OR USE OF THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND PATHWAY GENOMICS CORPORATION'S TERMS OF SERVICE AND THAT YOU AGREE TO BE LEGALLY BOUND BY, AND COMPLY WITH, THESE TERMS OF SERVICE AND ALL APPLICABLE LAWS, RULES AND REGULATIONS GOVERNING THIS SITE. IF YOU DO NOT AGREE TO ALL OF THESE PROVISIONS, DO NOT AGREE WITH THESE TERMS OF SERVICE DURING THE REGISTRATION PROCESS AND DO NOT ACCESS OR USE THIS SITE. ANY ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SPECIFIC SERVICES THAT ARE POSTED WILL BE INCORPORATED BY REFERENCE INTO THIS AGREEMENT AND GOVERN YOUR USE OF THOSE SPECIFIC SERVICES.
"Agreement" means these Terms of Service which constitute a legally binding agreement between you and Pathway Genomics Corporation.
"Authorized Personnel" means those members of your organization who are individually authorized by you, in accordance with applicable laws, rules and regulations, to have access to the Services and to whom Pathway has assigned a unique identifier for access to the Services.
"Personal Information" means individually identifiable information which includes, without limitation, contact and demographic information; health and genetic information; and any information that would provide a reasonable basis to believe it can be used to identify an individual.
"Pathway" means Pathway Genomics Corporation, a Delaware corporation, whose principal place of business is at 4755 Nexus Center Drive, San Diego, California 92121, and its affiliates.
"Pathway Confidential Information" means any and all information concerning Pathway’s business and services that is either designated by Pathway as confidential or would be reasonably viewed as confidential or as having value to others. Pathway Confidential information includes, without limitation, the source code for this site, all related software and materials generated by Pathway from the Services.
"Privacy Regulations" means all applicable laws, rules, regulations, guidelines and industry standards that govern privacy and security of Personal Information.
"Service" or "Services" means those services of Pathway requested by, and provided to, Users through this site, along with this site and associated software. Included, without limitation, are requests and information provided through this site for genotyping services and information covering genetics; health conditions; drug response; carrier status; ancestry; and diet, nutrition and exercise. Any report from Pathway containing genotyping and other information that is requested and ordered through this site is not intended to be used solely by the patient in medical decision-making without the consultation of a licensed health care professional. Results in any such report are obtained by Pathway using a laboratory developed test that has not been cleared or approved by the United States Food and Drug Administration or by any regulatory agency outside of the United States (U.S.). This test was developed by, and its performance characteristics were determined by, Pathway. Genotyping services and reports for individuals in the U.S. will only be provided by Pathway if ordered by an authorized physician.
"User" means you and any other user of the Services.
- Services. Pathway provides the Services which includes without limitation, access to this Pathway site. Without prior notice to you, Pathway at any time may add new services or modify existing services, all of which will be deemed Services subject to this Agreement. The purpose of the Services is to (i) facilitate the process for requesting and ordering Pathway services, (ii) provide Users with appropriate access to information, including without limitation Personal Information, that Pathway has proper authority to share with such Users, and (iii) securely store Personal Information of Users and individuals who submit samples to Pathway for testing.
- License. Pathway grants you, and you accept, a non-exclusive, personal, limited, non-transferable right and license to access and use the Services for the purposes described above, subject to your full compliance with the terms and conditions set forth in this Agreement. You agree not to use the Services for any other purposes, and you will not make the Services, in whole or in part, available to any other person, entity or business, except as expressly provided in this Agreement. You will obtain no rights to the Services except for the limited rights to use the Services expressly granted by this Agreement. Pathway may revoke and terminate this license at any time without notice to you in accordance with Section 13 below.
Registration and Access to the Services.
- You represent and warrant that, in connection with the Services (i) all of the information you provide to Pathway is true, complete and accurate, (ii) if you are requesting or ordering genetic testing for an individual, you have full authority and rights to request or order the genetic testing under all applicable laws, rules and regulations, (iii) if you are accessing an individual’s Personal Information, you have full authority and rights to access such information under all applicable laws, rules and regulations and you have obtained all necessary authorizations and consents to receive such Personal Information; (iv) you will use the Services in accordance with applicable law and solely for the purposes described in this Agreement; and (v) if you are requesting or ordering genetic testing for an individual located outside the U.S., the genetic testing conducted by Pathway and shipment of such individual’s sample is in compliance with all applicable laws, rules and regulations in the country where the individual resides and will not be subject to any export ban or other restrictions in such country. Genetic testing for individuals in the U.S. will only be provided by Pathway if ordered by an authorized physician.
- You agree that your use of the Services is subject to Pathway’s verification of your identity and credentials as an authorized User and to your ongoing qualification as such. You agree that Pathway may use and disclose Personal Information that you provide to Pathway about yourself when registering for the Services, for such purposes including (without limitation) for purposes of making inquiries to third parties concerning your identity and professional and practice credentials. You warrant and agree that such third parties will be authorized by you to disclose to Pathway information that Pathway may request for such purposes, and you agree to hold them and Pathway harmless from any claim or liability arising from the request for or disclosure of such information. You agree that Pathway may terminate your access to or use of the Services at any time if Pathway is unable at any time to determine or verify your qualifications or credentials.
- By creating an account or otherwise registering with Pathway, you hereby understand and agree that you have created a business relationship between you and Pathway. As such, you agree that Pathway may contact you using information you provided in order to provide you with information and offers of services available through Pathway.
- You are responsible for creating a User ID as a unique identifier to enable you to access Services through this Pathway site. If it is necessary and appropriate for your Authorized Personnel to access the Services, you will (i) assign a unique User ID to each member of your Authorized Personnel requiring access as a User, and (ii) promptly de-activate the User ID of any member of your Authorized Personnel who terminates his/her employment with you or discontinues serving in a role requiring access to the Services. You acquire no ownership rights in any User ID, and User IDs may be revoked or changed at any time at Pathway’s sole discretion. Your User ID and password may only be used by you. You are solely responsible for maintaining and protecting the confidentiality of the User IDs and passwords used by you and your Authorized Personnel, and are fully responsible for all activities that occur under such User IDs and passwords. You will adopt and maintain reasonable and appropriate security precautions for User IDs and passwords to prevent their disclosure to or use by unauthorized persons, and you will use your best efforts to ensure that no member of your personnel uses a User ID assigned to another person. In addition, your Authorized Personnel will be required to comply with the terms of this Agreement, and you will train all members of your Authorized Personnel in the requirements of this Agreement.
Additional User Obligations and Restrictions.
In connection with your use of the Services, you will not directly or indirectly:
- Copy, reproduce, republish, upload, post, transmit or distribute content provided by this site or otherwise related to the Services without the written permission of Pathway.
- Use any content provided by this site or otherwise related to the Services, or post, transmit or send to Pathway any information, which infringes any third party's trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right.
- Copy, reverse engineer, decompile or disassemble any software associated with the Services, in whole or in part, or otherwise modify the Services or associated software or combine the Services with any other software or services not provided or approved by Pathway, or post or transmit any information that contains a virus, bug or other harmful item.
- Use or authorize or permit any third party to use on your behalf any "robot," "spider" or other automatic device, or a methodology having similar functionality, or any manual process, to monitor or copy any of the Pathway’ pages or content found on this site, or use any software or other device that modifies or adds content to the layout, design, or content of any page of this site without Pathway’s prior written permission or interferes with the proper working of this site.
- Post or transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.
- Abuse or misuse the Services, including gaining or attempting to gain unauthorized access to software or services associated with the software, altering or destroying information included in the Services, using the Services in a manner that interferes with other Users' use of the Services or in any manner that violates applicable laws, rules and regulations.
- You will comply with the terms and conditions of this Agreement and all applicable laws, rules and regulations, including without limitation those relating to maintenance of privacy, security, and confidentiality of patient and other health information and the prohibition on the use of telecommunications facilities to transmit illegal, obscene, threatening, libelous, harassing, or offensive messages, or otherwise unlawful material. You will be solely responsible for the use of the Services by you and your personnel, and will indemnify and hold harmless Pathway from any claim, cost or liability arising from such use, including reasonable attorneys' fees.
- You will implement and maintain appropriate administrative, physical and technical safeguards to protect information included in the Services from alteration or unauthorized access or use of a User ID assigned to you or, if applicable, your Authorized Personnel. Such safeguards will comply with all applicable Privacy Regulations and any other applicable laws, rules and regulations. You will maintain appropriate security with regard to all personnel, services, and administrative processes used by you or members of your personnel to transmit, store and process electronic health information through the use of the Services. You will immediately notify Pathway of any breach or suspected breach of the security with regard to information accessed through the Services of which you become aware, or any unauthorized use or disclosure of information within or obtained from the Services, and you will take such action to mitigate the breach or suspected breach as directed by Pathway and will cooperate with Pathway in investigating and mitigating the breach.
- Except as required by law, you will not permit any third party to have access to or use the Services without our prior written agreement. You will promptly notify Pathway of any order or demand for compulsory disclosure of Personal Information if the disclosure requires access to or use of the Services. You will cooperate fully with Pathway in connection with any such demand.
- You will ensure that your personnel and contractors, as applicable, comply with the terms and conditions of this Agreement, and you will take appropriate disciplinary action if any such party violates the terms of this Agreement.
- You will only have access to Personal Information that you have appropriate legal and other authority to access. If you are requesting or ordering genetic testing for an individual, or accessing Personal Information regarding an individual, you are responsible for ensuring that any and all informed consents, authorizations and any other applicable documents are properly obtained by the appropriate parties in accordance with all applicable laws, rules and regulations to allow such activity, and that such informed consents, authorizations and documents allow Pathway and you to conduct the Services and use the Personal Information of the individual tested consistent with the terms and conditions of this Agreement.
- You will be solely responsible for ensuring that your access and use of the Services, including without limitation any Personal Information, and any and all activities related to the Services by you and your Authorized Personnel, complies with applicable laws, rules and regulations, and you shall be solely responsible for any and all consequences that may result from such activities. You will not undertake or permit any unlawful use of the Services, or take any action that would render the operation or use of the Services by Pathway or any other User unlawful. Pathway offers no assurance that your access or use of the Services under the terms of this Agreement will not violate any law or regulation applicable to you.
- You are responsible for timely payment of any and all applicable charges incurred by you in connection with the Services. You are also responsible for payment of any sales or other taxes arising from your transactions.
- In connection with your use of the Services, you will not directly or indirectly:
Use of Information.
If you are authorized to request or order genetic testing for an individual, you represent and warrant that Pathway will have the right to use and disclose Personal Information as provided below and that you have obtained all necessary and appropriate consents and authorizations from such individual and any other applicable parties required to provide such right to Pathway:
- If a health plan, health care clearinghouse, medical group, independent practice association or other party is responsible for payment of the services that include the genetic testing conducted by Pathway, Pathway may disclose or permit access to Personal Information of the individual tested for the purpose of obtaining payment for the services provided, unless the individual authorized to order the genetic test advises Pathway in writing that the individual tested has paid out of pocket in full for the service, with no expectation of reimbursement, and has requested that his/her Personal Information not be disclosed to his or her health plan.
- Pathway may use and disclose de-identified Personal Information generated from the genetic testing covered by the Pathway Reports as follows:(a) to create aggregated and non-aggregated data sets from tested individuals to use for internal and external purposes, (b) for internal operations purposes to confirm or re-verify testing results and develop new testing methodologies, statistical information and tools to validate genetic information, improve the quality and accuracy of Pathway's genetic reports, develop new genetic reports and/or services, promote the types of information that customers may learn from the genetic reports, improve the quality and features of Pathway’s site and services and produce data for product approval or clearance by FDA or any other regulatory authority or body, and (c) to carry out Pathway’s legal responsibilities. Pathway may also permit access to this site and software associated with the Services, to contracted system developers under appropriate confidentiality agreements.
- You acknowledge that in granting access to and use of the Services for the purposes set forth in this Agreement, Pathway will rely on the assurances of others who are or requesting to be Users as to (i) their identity and credentials, (ii) the purposes for which they are accessing the Services, and (iii) the nature and extent of the information to which they will have access. You acknowledge that, while the Services will contain certain technical safeguards against misuse of the Services, Pathway will rely to a substantial extent on the representations and undertakings of Users. You agree that Pathway will not be responsible for any unlawful access to any Personal Information belonging to you, your Authorized Personnel (if applicable) or individuals for whom you have requested or ordered genetic testing, that are entered or stored as a part of the Services, that results from the User's misrepresentation or breach of this Agreement.
- ou will be solely responsible for ensuring that any Personal Information belonging to you, your Authorized Personnel (if applicable) and individuals for whom you have requested or ordered genetic testing, that is entered or stored as a part of the Services may properly be used and disclosed as contemplated by this Agreement, including, without limitation (i) ensuring that no information is provided by you or any of your Authorized Personnel that is subject to any legal or other restriction on use or disclosure contrary to what is contemplated under this Agreement, and (ii) ensuring that all necessary consents, authorizations and releases have been obtained from individuals if required for making their Personal Information available through the Services for the purpose set forth in this Agreement in accordance with applicable laws, rules and regulations.
- If you are authorized to request or order genetic testing for an individual, you represent and warrant that Pathway will have the right to use and disclose Personal Information as provided below and that you have obtained all necessary and appropriate consents and authorizations from such individual and any other applicable parties required to provide such right to Pathway:
- User Content. If you submit or post content on this site, (i) you retain any copyright rights that you hold in such content, and (ii) you grant Pathway a nonexclusive, perpetual, irrevocable, royalty-free, worldwide license to copy, modify, translate, publicly display and distribute this content. This license grants Pathway the right to use this content to provide the Services and to provide this content to other companies and individuals affiliated with Pathway. You warrant to Pathway that you have the right, power and authority to grant this license. Pathway will have the right (but not the obligation) to, from time to time, monitor and review any information transmitted or received through the Services, including this site, and reserves the right to edit, remove or prohibit the transmission or receipt of any information that Pathway deems inappropriate or a violation of this Agreement.
Pathway Assurances. In maintaining, using and affording access to Personal Information in accordance with this Agreement, Pathway will:
- Not use or further disclose the Personal Information except as permitted or required by this Agreement or as required by applicable law.
- Use appropriate safeguards to prevent use or disclosure of the Personal Information that is not in compliance with this Agreement, including the maintenance of administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Personal Information.
- Copyrights, Trademarks and Other Proprietary Rights. Pathway and its licensors own all copyrights, trademarks, patents and other proprietary rights in and to the Services which includes, without limitation, this site, all related software, all logos and marks used in conjunction with the Services and the Pathway Reports. You agree not to modify, license, sell, or distribute the Services. Unauthorized use of this site as well as any content and materials accessible through the site, will be a violation of this Agreement and may violate applicable copyright, trademark and other laws. Nothing contained in this Agreement will be construed as granting any license or other right to use logos and marks used in conjunction with the Services. You will retain all copyrights, trademarks or other proprietary notices on this site and materials used in conjunction with the Services, and you will not alter, obscure or obliterate any such notices.
- Pathway Confidential Information. The Services, including this site and all related software, may contain Pathway Confidential Information owned by Pathway and its Licensors. You will not disclose Pathway Confidential Information to any other person, and you will not use any Pathway Confidential Information, except for the purpose of this Agreement. Except as otherwise provided in this Agreement, you will not, without Pathway’s prior written permission, at any time during or after the term of this Agreement, directly or indirectly, divulge or disclose Pathway Confidential Information for any purpose or use Pathway Confidential Information for your own benefit or for the purposes or benefit of any other person. You agree to hold all Pathway Confidential Information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of Pathway Confidential Information, and to keep the Pathway Confidential Information from falling into the public domain or into the possession of persons not bound to maintain its confidentiality. You will disclose Pathway Confidential Information only to your personnel or other healthcare providers who are authorized to receive such information and have a need to use it for the purposes of this Agreement, provided such individuals have entered into agreements with confidentiality provisions at least as restrictive as those in this Agreement. You will inform all such recipients of the confidential nature of Pathway Confidential Information and will instruct them to deal with Pathway Confidential Information in accordance with the terms of this Agreement. You will promptly advise us in writing of any improper disclosure, misappropriation, or misuse of the Pathway Confidential Information by any person, which may come to your attention. This provision will survive the term of this Agreement.
- Indemnification. As a condition of your use of the Services, including without limitation this site, you agree to indemnify, hold harmless and defend Pathway, its licensors and suppliers (and their respective officers, directors, employees, agents, contractors, affiliates, successors and assigns) from and against any and all causes of action, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) access or use of the Services by you and your personnel, (b) any submission or posting of information by you or your personnel on this site or otherwise, (c) any disclosure or sharing of Personal Information by you or your personnel, whether or not intentionally or inadvertently, (d) any breach of this Agreement by you or your personnel, or (e) any claim brought by an individual for whom you requested or ordered genetic testing regarding access/use of his/her Personal Information. You agree to cooperate with Pathway in the defense of any such claims and not to settle any such claims without the consent of Pathway. Pathway may assume and control the defense of any such claims.
No Warranty and Limitations of Liability.
- YOUR USE OF THE SERVICES (INCLUDING THIS SITE) IS AT YOUR OWN RISK. THE SERVICES, INCLUDING THE SITE, INFORMATION, SOFTWARE AND PRODUCTS ASSOCIATED WITH THEM, ARE PROVIDED "AS IS" AND "AS AVAILABLE." PATHWAY AND ITS LICENSORS AND SUPPLIERS DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE SERVICES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PATHWAY AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT (a) THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE SERVICES' CONTENT OR DATA, (b) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY PROVIDED OR ALWAYS SECURE, AND (c) THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. YOU ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR SOFTWARE, AS WELL AS ANY LOSS OF DATA, CAUSED BY DOWNLOADING INFORMATION FROM THE SERVICES. Pathway and its Licensors also are not liable for any damages resulting from any third party content incorporated in the Services, including this site, or from use of any links to third party websites or content. PATHWAY DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR USE OF THE SERVICES AND ACCORDINGLY, PATHWAY EXPRESSLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF THE SERVICES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE.
- TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, PATHWAY AND ITS LICENSORS AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF GOODWILL, LOSS OF USE, LOSS OF INFORMATION, LOSS OF DATA, AND COST OF SUBSTITUTE SERVICES OR GOODS, WHETHER RESULTING OR PREMISED, IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PATHWAY OR ITS LICENSORS AND SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, (a) THE PROVISION, USE OF OR INABILITY TO USE THE SERVICES, (b) YOUR LOSS, MISUSE OR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR ACCOUNT, USER ID, OR PASSWORD, (c) ANY ACTION YOU TAKE BASED ON THE INFORMATION PROVIDED BY THE SERVICES, (d) UNAUTHORIZED ACCESS TO OR MODIFICATION OF YOUR INFORMATION, (e) YOUR ACCESS OR USE OF THE SERVICES, OR (e) CONDUCT OF ANY THIRD PARTIES USING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ASSOCIATED WITH THE SERVICES RESULTING FROM ANY USER'S ACTIONS OR FAILURE TO ACT. Pathway is not responsible for any errors or delays in responding to you caused by incorrect contact information provided by you or other technical problems beyond our reasonable control, INCLUDING WITHOUT LIMITATION LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE THIRD PARTY LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE THIRD PARTY LINES. USE OF THE THIRD PARTY LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
- Notwithstanding the foregoing, THE AGGREGATE LIABILITY OF Pathway or its Licensors and suppliers UNDER THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY, WILL BE LIMITED TO the lesser of u.s. $50,000.00 and any payments paid by you FOR SERVICES during the one-year period preceding the event giving rise to liability.
- Pathway will not be deemed to be in violation of this Agreement unless you have first provided Pathway with written notice specifying the nature of the default, and Pathway has failed, within thirty (30) days of receipt of the written notice, either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default.
- You will be solely responsible for the professional and technical services you provide; any genetic testing that you request, order or authorize; and compliance with applicable, laws, rules and regulations that apply to such activities. Pathway has no liability for the consequences to you, or individuals for whom you request or order genetic testing, or your access or use of the Services.
- Termination. Pathway may temporarily suspend or permanently terminate provision of the Services, in part or in whole, at any time, without prior notice to you, for any reason or no reason. Such termination by Pathway will not affect any right to relief to which Pathway and its Licensors may be entitled, at law or in equity. In addition, either party may terminate this Agreement at any time, with or without cause, effective immediately by giving notice to the other party, provided, however, that the terms and conditions of this Agreement that by their terms survive, will remain in effect to govern any remaining rights and obligations of the parties.
- Notices. Notices may be sent to you by email sent to an email address contained in your user profile or otherwise contained on this site or regular mail sent to your address contained on this site. Notices to Pathway may be sent by you by email to email@example.com or regular mail to Pathway Genomics Corporation, 4755 Nexus Center Drive, San Diego, CA 92121, Attention: Customer Service.
- Amendment. Pathway may add to, revise or otherwise modify this Agreement at any time. If Pathway changes this Agreement, a copy of the changed Agreement will be posted on this site. Such changes will take effect immediately upon posting, or at such later time stated in the changed Agreement. You acknowledge and agree that if you use the Services, including this site, after a changed Agreement has been posted, your use of the Services will constitute acceptance of the changed Agreement.
- Relationship. The relationship between Pathway and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other.
- Arbitration, Governing Law; Jurisdiction. All disputes between Pathway and you arising under this Agreement or related to Pathway's performance will be decided by arbitration in accordance with the rules of the American Arbitration Association by a single arbitrator in San Diego, California, U.S.A. The award rendered by the arbitrator will be final, and a judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Any arbitration under this paragraph will be on an individual basis between the parties to this Agreement and will not be commenced as a member or representative of, or on behalf of a class of persons, it being the intention of all parties that there is no class action arbitration under this Agreement. This Agreement and its performance will be governed by the laws of the State of California, U.S.A., without regard to its conflict of laws provisions. In the event of any litigation arising under this Agreement or related to Pathway' performance, you consent and submit to the exclusive jurisdiction of the state and federal courts located in San Diego County, California. To the extent allowed by applicable law, any claim or cause of action must be brought within one (1) year from the date on which such claim or action arose or accrued.
- Attorney's Fees. If Pathway or its Licensors take any action to enforce this Agreement, such party will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorneys’ fees and any cost of litigation, in addition to any other relief, at law or in equity, to which such party may be entitled.
- Injunctive Relief. You acknowledge and agree that a violation or attempted violation of this Agreement will cause damage to Pathway that will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that, in addition to any other remedies available to Pathway at law or in equity, Pathway will be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all reasonable attorneys' fees and expenses sustained or incurred by Pathway in obtaining such an injunction. You agree that no bond or other security will be required in connection with such injunction.
- Assignment. You may not assign, convey, subcontract or delegate your rights, duties or obligations under this Agreement. Nothing express or implied in this Agreement is intended to confer, nor will confer, upon any person or entity other than the parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.
- Severability; No Waiver. These terms and conditions will be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision will nonetheless be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions. The failure of Pathway to enforce or exercise any right under this Agreement will not constitute a waiver of such right.
- Headings. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect the terms and conditions herein.
- Entire Agreement. This Agreement constitutes the entire agreement between Pathway and you relating to the subject matter hereunder, supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and governs your use of the Services (including this site). If you access or use any other websites, affiliated services or third party content, you may be subject to other terms and conditions that apply to such access or use.
- Notice of Infringement. If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on this site, please write to Pathway at the address shown below, giving a written statement containing (i) identification of the copyrighted work or intellectual property right that you believe to be infringed, (ii) identification of the content on this site that you request be removed, (iii) your name, address, and daytime telephone number and e-mail address if available, (iv) a statement that you have a good faith belief that the use of the copyrighted work or the intellectual property right is not authorized by its owner, its agent, or applicable law, (v) a statement that the information in your statement is accurate and that, under penalty of perjury, the signatory is authorized to act on behalf of the owner of the right you believe to be infringed, and (vi) the signature of the owner of the right that you believe to be infringed or a person authorized to assert such infringement on behalf of the owner. Pathway will remove any content on this site that infringes the copyright or other intellectual property right of any person under United States law upon receipt of such a statement. Statements of infringement under this section should be submitted to Intellectual Property Administrator, Pathway Corporation, 4755 Nexus Center Drive, San Diego, California 92121, U.S.A.
- Other Charges. You are responsible for any charges you incur to use the Services, such as communication and equipment charges, and fees charged by third-party vendors of products and services.
- Order Cancellation Policy. Orders for a collection kit may be cancelled before the kit has been shipped for a full refund. Once a kit has been shipped, cancellations may be made within 30 days and are subject to the cancellation guidelines below. Once the collection kit has been received in our laboratory for processing we will be unable to issue a refund. Prior to arriving in our laboratory orders requiring an online physician network will be subject to a $45 cancellation fee; orders not requiring an online physician network will be subject to a $25 cancellation fee.
- Insurance. You will obtain and maintain such policies of general liability, errors and omissions, and professional liability insurance with reputable insurance companies as is usually carried by persons engaged in your business during the term of this Agreement.