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Terms of Service

Updated December 02, 2009

  1. Welcome to the LabApp Site, which is operated by the LabApp, Inc. (“LabApp” or “we” or “us”), a Delaware corporation.
  2. Acceptance of Terms; Changes to Terms. These Terms of Use, including the Privacy Policy (collectively, “Terms”), govern your use of the LabApp Site. Please read all of the Terms carefully. By using the LabApp Site, you agree to comply with and be bound by these Terms. If you do not agree to the Terms, you are not authorized to use the LabApp Site. LabApp reserves the right to update and change these Terms, including, without limitation, the Privacy Statement and Policies, from time to time. Updates and changes to these Terms will be reflected in and accessible through the URL where such Terms first appeared. We will also update the "Last updated" date at the beginning of the Terms. LabApp will notify registered users via email when any material changes are made to the Terms. Users should periodically review the most recent version of the Terms, including without limitation the Privacy Statement and Policies. Use of the LabApp Site after revision of the Terms constitutes acceptance of any changes.
  3. Privacy. We use your information only as described in our Privacy Policy. If you object in any way to our practices, do not access or use the LabApp Site.You understand that the technical processing and transmission of Your Content may involve transmissions over various networks and systems, including those located outside of your country and those beyond the control of LabApp.
  4. Registration; Suspension or Termination of Account; Access from other Countries.
    • Registration. To access certain information and functionality, you must register on the LabApp Site and open a user account (“Account”). You are responsible for maintaining the confidentiality of the user name and password associated with your Account and for all activity under your Account, and you may not transfer your Account to another party. You warrant that all information you provide to LABAPP is accurate and we request that you update your Account as necessary to keep it accurate and complete.
    • Suspension or Termination of Account, Access or Group Activity. LABAPP reserves the right in its sole discretion to suspend or terminate your Account or to block access to the LabApp Site at any time (i) if it suspects that you have not complied with these Terms, (ii) if we receive multiple notices of infringement in accordance with the Digital Millennium Copyright Act relating to your Account(s), or (iii) for other reasons that LABAPP determines in good faith are necessary or appropriate, including if LABAPP suspects you are using or attempting to use the LabApp Site in any way that violates any applicable laws or regulations. LABAPP may also suspend or terminate your Account for prolonged inactivity in your Account. We may also terminate your access to or administrative rights in any User Input Room (as defined in paragraph 6) for any of the above reasons. You agree that neither LABAPP nor its service providers are liable to you for any loss or damages that may result from our refusal to provide you access to the LabApp Site. You may terminate your Account at any time.
    • Access from other Countries. LABAPP makes no representation or warranty that any Research Descriptions or Content on the LabApp Site are appropriate or available for use in locations outside the United States. If you choose to access the LabApp Site from other locations, you do so at your own risk and are responsible for compliance with all applicable laws. You are not authorized to access the LabApp Site from any location where doing so would be illegal.
  5. Use of Site for Lawful Purposes; Export Controls; Confidential Information; User Content.
    • Lawful Purposes. You agree to use the LabApp Site only for lawful purposes and not in any way that would violate the rights of LABAPP, a Institution or another party or any applicable law.
    • Export Controls. The United States export control laws regulate the export of technology originating in the United States, including electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to comply with all applicable export control laws and regulations including the Export Administration Regulations maintained by the Bureau of Industry and Security of the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, the International Traffic in Arms Regulations maintained by the Department of State, and the Uniting and Strengthening of America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 and not to transfer, by electronic transmission or otherwise, any Research Descriptions or Content published on the LabApp Site to either a foreign destination or foreign national in violation of applicable law.
    • Confidential Information. If you are a researcher or other employee of a Institution, you may receive personal or confidential information of individual users (“User Confidential Information”) in connection with a request for a license of materials, for information, or for services. You agree to use such User Confidential Information only in accordance with the LABAPP Privacy Policy (i) to facilitate the services requested by the user through the LabApp Site or (ii) for the purposes of contacting the user about their use of the materials or services, providing research updates to the user, or pursuing additional research discussion and/or collaboration with the user. You shall use at least the same degree of care in safeguarding the User Confidential Information as confidential as you use in safeguarding your own confidential information, but in no event shall you use less than due diligence and care. You shall only forward such User Confidential Information to others within your organization on a need to know basis.
  6. User Content

    Definitions

    As used throughout these Terms:

    • "Code" means any software code you submit, post, display or distribute via the LabApp Site.
    • "Associated Content" means any text, data, music, sound, photograph, graphic, video, message or material, whether publicly posted or privately transmitted via the LabApp Site, but does not include Code.
    • "Content" means any Code or Associated Content.

    Responsibility

    You are responsible for the Content that you post, submit, create, transmit or display on or through the LabApp Site ("Your Content") and are liable for any consequences thereof.

    Communications in review areas, forums, blog comment areas or other public or common areas of the LabApp Site are not private communications. You should use caution when submitting any Content that contains your personal information to a public or common area of the LabApp Site.

    Posting

    When you create or make available Your Content, you represent and warrant that:

    1. you own or have sufficient rights to post or make available Your Content on or through the LabApp Site;
    2. the posting or making available of Your Content on or through the LabApp Site does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights, including intellectual property rights, of any person or entity;
    3. you have fully complied with any third-party licenses relating to Your Content, agree to pay for all royalties, fees and any other monies owing any person by reason of any of Your Content that you posted on or through the LabApp Site;
    4. Your Content does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content;
    5. Your Content is not obscene, lewd, lascivious, excessively violent, harassing, libelous or slanderous, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten immediate physical harm against another;
    6. Your Content does not endorse or promote racism, bigotry, hatred, or physical harm of any kind against another group or individual, and does not discriminate, incite harassment or advocate harassment of any group or individual;
    7. Your Content does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health and well-being of minors;
    8. if your employer has rights to intellectual property you create, you have either
      1. received permission from your employer to make available Your Content, or
      2. secured from your employer a waiver as to all rights in or to Your Content;
    9. Your Content does not constitute, contain, install or attempt to install or promote spyware or malware or any other computer code (whether on LabApp’s or others computers or equipment) intended to, or that does, enable you or others to gather information about or monitor the online or other activities of another party, unless it discloses such functionality to the user in a clear and conspicuous manner and the user affirmatively consents to such use; and,
    10. Your Content does not otherwise violate, or link to material that violates, any provision of these Terms or any local, state, or federal law or regulation, including any law designed to regulate electronic advertising.

    Enforcement

    LabApp will not pre-screen or review Content; however, LabApp reserves the right (but does not undertake the obligation) in its sole discretion to:

    1. monitor the LabApp Site for violations of these Terms,
    2. take appropriate legal action against anyone who, in LabApp’s sole discretion, violates these Terms, including, without limitation, reporting violations to law enforcement authorities;
    3. refuse, restrict access to or the availability of, or disable access to or the availability of (to the extent technologically feasible) any user's Content or any portion thereof that may violate these Terms or any LabApp Policy;
    4. terminate the accounts of infringers;
    5. otherwise manage the LabApp Site in a manner designed to protect the rights and property of LabApp and others and to facilitate the proper functioning of the LabApp Site; and
    6. restrict access to or the availability of material that LabApp, in its sole discretion, considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.
    Your Rights to Your Content

    You retain your ownership rights to any and all of Your Content. LabApp claims no ownership of any Content you submit to LabApp. You or your third party licensor, as applicable, retain all intellectual property rights to any Content and you are responsible for protecting those rights, as appropriate.

    License to Associated Content

    You hereby grant LabApp a worldwide, non-exclusive, irrevocable, perpetual, fully sublicensable, transferable (in accordance with Section , royalty-free right and license to use, reproduce, adapt, modify, translate, create derivative works from, publish, perform, display, rent, resell and distribute Associated Content (in whole or part) and incorporate Associated Content in other works, in any form, media, or technology developed by LabApp, though LabApp is not required to incorporate such Associated Content into any LabApp products or services. LabApp reserves the right to syndicate Associated Content submitted, posted or displayed by you on or through the LabApp Site and use that Associated Content in connection with any service offered by LabApp.

    You hereby represent and warrant that you have all rights, licenses and consents necessary to grant LabApp and other users the rights and licenses granted herein to the Associated Content without infringement of any third party rights.

    Use of Others’ Content

    You should exercise discretion before relying on information contained in User Content. You agree to evaluate, and assume all risks associated with the use of any User Content, including without limitation any risk relating to any reliance on the accuracy, completeness, or usefulness of such User Content. LABAPP assumes no responsibility for the information contained in User Content.

  7. Intellectual Property.
    • Content. Each Content creator or Institution owns all rights, including copyrights, patents, and other intellectual property rights, in the Application Descriptions and Content it publishes on the LabApp Site. You agree not to copy any content on the LabApp Site (unless it is User Content generated by you or you are permitted to do so by a User License) or to modify, decompile, disassemble, create derivative works from or otherwise reverse engineer any Institution’s Application Descriptions, Content, the LabApp Site, or other content or computer programs associated with the LabApp Site.
    • Trademarks. LABAPP owns all rights in its name, trademarks, service marks, logos, and other indicia of source (“LABAPP Trademarks”). You may not use any LABAPP Trademarks in connection with any products or services or in any manner that could tarnish any LABAPP Trademark or disparage LABAPP. The trademarks of the various Institutions are owned by and may be used only as permitted by the applicable Institution.
    • Notice And Procedure For Making Claims Of Copyright Infringement/Digital Millennium Copyright Act. LABAPP will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws. If you believe that your work has been copied on the LabApp Site in a way that constitutes copyright infringement, please provide LABAPP’s Copyright Agent with the following information in a notice (“Notice”). To be effective, the Notice must be in writing and contain the following information (DMCA 17 U.S.C. §512(c)(3)):
      • an electronic or physical signature of the person who is authorized to act on behalf of the copyright owner;
      • a description of the copyrighted work that you claim has been infringed;
      • identification of the copyrighted work you claim is being infringed (and, if possible, a location where an authorized copy of the copyrighted work exists, for example the URL of the website where it is posted or the name of the book in which it has been published);
      • identification of the URL or other specific location on the LabApp Site where the material that you claim is infringing is located (you must include enough information so that LABAPP can locate the material);
      • your address, telephone number, and email address;
      • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
      • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

        Send the Notice to LABAPP’s Copyright Agent for notice of claims of copyright infringement as follows:

        LabApp, Inc.
        300 E 49th St #2A
        New York, NY 10017
        Email: copyright@labapp.com

  8. Links. From time to time, LABAPP may provide links to other sites that may be of interest to you. Such links do not mean that LABAPP endorses any other site or its products or services. You acknowledge that LABAPP has no control over or responsibility for the content or practices of any other site. Please read any terms of use and privacy policies that govern activities on other sites.
  9. Disclaimers. THE LabApp SITE IS OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND YOU USE IT AT YOUR OWN RISK. NEITHER LABAPP NOR ITS SERVICE PROVIDERS MAKE ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE SITE WILL OPERATE WITHOUT ERROR OR INTERRUPTION OR BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE INFORMATION ON THE LabApp SITE, INCLUDING THE APPLICATION DESCRIPTIONS AND CONTENT PROVIDED BY INSTITUTIONS AND SOFTWARE CREATORS, WILL BE ACCURATE, TIMELY OR COMPLETE. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, LABAPP AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE HAS BEEN DISCLOSED).
  10. Limitation of Liability. NEITHER LABAPP NOR ANY SERVICE PROVIDER WILL BE LIABLE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (WHETHER OR NOT END USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE), FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION OR LOST DATA) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE LABAPP SITE OR (B) ANY DAMAGES, LOSS OR INJURY BASED ON ERRORS, OMISSIONS, INTERRUPTIONS, INACCURACIES OR SIMILAR PROBLEMS ARISING IN CONNECTION WITH YOUR USE OF, INTERACTION WITH, OR TRANSACTIONS THROUGH THE LABAPP SITE, INCLUDING PURCHASES AND DOWNLOADS OF SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LABAPP'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LABAPP, BUT IN NO CASE WILL LABAPP'S LIABILITY TO YOU EXCEED $1000. THESE LIMITATIONS WILL APPLY REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE. SOME STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES AND SO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
  11. Indemnity. By using the LabApp Site, you agree to indemnify and hold LABAPP and its directors, officers, employees, licensors, service providers, contractors, and agents (“LABAPP Indemnitees”) harmless from any claims, liability, loss, damage or expense (including reasonable attorneys’ fees and costs) that any LABAPP Indemnitee may incur based on your use of the LabApp Site, your transactions through the LabApp Site, your breach of these Terms or any End User License, your violation of the rights of a third party or your violation of any law, including export control laws.
  12. Dispute Resolution.
    1. Governing Law. These Terms are governed by the laws of the United States and the laws of the State of New York applicable to contracts executed and performed within New York, without giving any effect to any conflict of laws rules that may result in the application of the laws of any other jurisdiction. These Terms are deemed executed and enforceable in the State of New York.
    2. Binding Arbitration. IF A DISPUTE ARISES BETWEEN YOU AND LABAPP, EACH PARTY IRREVOCABLY AGREES TO (i) RESOLVE THE DISPUTE THROUGH BINDING ARBITRATION CONDUCTED IN NEW YORK, NEW YORK IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), (ii) BRING ANY DISPUTE TO ENFORCE ARBITRATION UNDER THESE TERMS OR TO PURSUE INJUNCTIVE RELIEF EXCLUSIVELY IN THE FEDERAL AND STATE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK, UNITED STATES OF AMERICA AND (iii) SUBMIT TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND WAIVE ANY OBJECTION TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS BASED ON FORUM NON CONVENIENS OR OTHER GROUNDS. EACH PARTY WILL BE RESPONSIBLE FOR ITS EXPENSES AND AN EQUAL SHARE OF THE ARBITRATORS' AND ADMINISTRATIVE FEES OF ARBITRATION. NOTWITHSTANDING THE FOREGOING, LABAPP WILL HAVE THE RIGHT TO SEEK TEMPORARY INJUNCTIVE RELIEF IF IT DETERMINES IT IS NECESSARY IN CONNECTION WITH ANY BREACH OF THESE TERMS THAT COULD RESULT IN IRREPARABLE HARM TO LABAPP (INCLUDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY).
  13. General Provisions.
    • Assignment. You may not assign these Terms or any of your obligations under them without LABAPP’s prior written consent and any attempted assignment is null and void. LABAPP may assign these Terms and any of its obligations under them at any time for any reason.
    • Relationship of Parties. You and LABAPP are independent contractors and these Terms may not be used to construe a joint venture, employee, partnership, agency or similar relationship between you and LABAPP.
    • Electronic Communications; Binding and Entire Agreement; English Language. You agree that (i) these Terms constitute an agreement “signed by you” under any applicable law; (ii) any notices or other communication regarding your use of the LabApp Site may be provided to you electronically (by posting on the LabApp Site, by email, and other electronic formats) and will be considered received upon posting or other distribution, but LABAPP reserves the right to provide communications in paper format. These Terms (including the Privacy Policy) constitute the entire agreement between you and LABAPP and supersede all other agreements, oral or written, concerning its subject matter. You consent to the use of the English language in these Terms and all documents or notices relating to them and your use of the LabApp Site.
    • Including. The word “including” as used in these Terms means “including, without being limited to.”
    • Severability. If any of these Terms is determined to be unenforceable for any reason, then the unenforceable provision will be deemed amended in a manner that will most nearly carry out the intent of the provision to the fullest extent permitted by applicable law or deleted if amendment is not possible, and the remaining Terms will be enforceable to the fullest extent permitted by law.
    • No Waiver. LABAPP’s failure to enforce these Terms in every instance in which they might apply is not a waiver of any of LABAPP’s rights, and LABAPP reserves its right to take all legal steps available to enforce these Terms.
    • Force Majeure. If LABAPP is unable to perform its services or any of its obligations due to any cause beyond its reasonable control, including computer, telecommunications or other equipment failures, electrical power failures, strikes, labor disputes, shortage of labor or materials, civil disturbances, fires, floods, storms, explosions, acts of God, war, terrorist acts, governmental actions, non-performance of third parties or similar reasons, then LABAPP’s performance will be excused and the time for performance will be extended until a reasonable time following the end of the event of force majeure.