1. CHANGES TO TERMS; PERSONAL INFORMATION/PRIVACY
1.1 – CHANGES TO TERMS
CytoSMART may add to, change or remove any part of the Site, including, without limitation, any Content (as defined below) therein, at any time without prior notice to you. CytoSMART also reserves the right to modify these Terms at any time. We encourage you to review these Terms whenever you visit the Site. By continuing to access and use the Site, you are indicating your acceptance of such changes, even if you have not reviewed the changes.
1.2 – PERSONAL INFORMATION/PRIVACY
2. ELIGIBILITY; USE OF THE SITE; PASSWORD RESTRICTED AREAS OF THE SITE; GENERAL USE RESTRICTIONS
2.1 – ELIGIBILITY
By using the Site, you represent, acknowledge and agree that: (a) all account registration information that you submit is truthful and accurate; (b) you will maintain the accuracy of such information and keep such information up-to-date; and (c) your use of the Site does not violate any applicable laws, rules or regulations. CytoSMART may terminate these Terms and your use of the Site without notice at its discretion.
2.2 – USE OF THE SITE; PASSWORD RESTRICTED AREAS OF THE SITE
You need not register with CytoSMART to simply visit and view the Site. However, in order to access certain password-restricted areas of the Site, including to place an order for the purchase of Products and/or Services on the Site, you must register with CytoSMART for an account.
You are responsible for maintaining the confidentiality of your Password, and you are responsible for all activities that occur using your Password. You agree to notify CytoSMART if your Password is lost, stolen or disclosed to an unauthorized third party, if there is any unauthorized use of your Password or if you know of any other breach of security in relation to this Site.
By using this Site, you represent and warrant that all the information that you provide when registering for an account and otherwise through the Site is accurate, complete and up to date. You may change, correct or remove any information from your account by either logging into your account directly and making the desired changes or by contacting CytoSMART directly.
2.3 – GENERAL USE RESTRICTIONS
CytoSMART provides content through this Site and information and materials that are shipped with the Products. Certain content, information, documents, products and services provided on and through this Site and/or with the Products, including logos, graphics and images that are not Submissions (as defined below) (collectively, “the Materials”) are provided to you by CytoSMART and are the copyrighted and/or trademarked work of CytoSMART or CytoSMART’s contributors.
All Materials and services provided on or through the Site are provided by CytoSMART in the English language only. You agree that you have read and understand these Terms and the information and materials that are shipped with the materials with the products that are provided in the English language.
3. TERMS OF SALE; REFUND POLICY; ELECTRONIC COMMUNICATIONS
3.1 – PRICING
The price that we will charge you for the Product and/or Services will be the price as posted on the Site on the date you submit your order through the Site. CytoSMART reserves the right to change prices for Product and/or Services at any time, and does not provide price protection or refunds in the event of promotions or price decreases.
You agree to pay all fees, licencing or processing charges to your account based on CytoSMART’s pricing terms as shown on the product order page. You will be responsible for paying any and all applicable sales and use taxes for your purchase of the Product and/or Services based on the address that you provide as the shipping address with your order, and you authorize CytoSMART or the third party payment processing company that we engage to charge your credit card or debit card for all such taxes.
If you do not pay on time or if your credit card or debit card on file in your account cannot be charged for any reason, CytoSMART reserves the right to either suspend or terminate your access to your account and terminate these Terms. You are expressly agreeing that CytoSMART or the third party payment processing company that we engage is permitted to bill you for the applicable fees, any applicable taxes and any other charges that you may incur in connection with your use of this Site and purchase of Products and/or Services from the Site and the fees will be billed to your credit card or debit card. If you have a balance due on any account, you agree that CytoSMART may charge such unpaid fees to your credit card or debit card or otherwise bill you for such unpaid fees.
3.2 – PAYMENT METHODS
CytoSMART accepts credit card and debit card payments only. We will charge your credit card at the time of purchasing a Product and also for the monthly subscription service provided. If shipment cannot be arranged within 14 days of purchase, CytoSMART will communicate the expected shipping date with you. If during this period you decide to cancel your order, you can do so for a full refund. All orders will be processed in the order they are received at CytoSMART Technologies BV.
3.3 – PRODUCT DELIVERY AND ACCEPTANCE
We or the third party fulfillment company that we engage, as applicable, will ship the Products that you purchase as soon as possible after the applicable Product becomes available for shipment and provide an e-mail notice to you when the Product has been shipped. The cost of shipping the Product is not included in the purchase price of the Product and will be an additional charge. All Products in any form will be deemed accepted upon delivery.
3.4 – ELECTRONIC COMMUNICATIONS
By using the Site and/or the services provided on or through the Site, you consent to receiving electronic communications from CytoSMART. These electronic communications are part of your relationship with CytoSMART Technologies BV. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
4. SUBMISSIONS; UNAUTHORIZED ACTIVITIES
4.1 – SUBMISSIONS
You further agree that you will not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission that you make.
You represent and warrant that: (i) you own all Submissions posted by you on or through this Site or otherwise have the right to grant the ownership to CytoSMART, and (ii) the posting of your Submissions on or through this Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.
When you provide Submissions you agree that those Submissions shall not be in violation of the “Unauthorized Activities” paragraph below. Those prohibitions do not require CytoSMART to monitor, police or remove any Submissions or other information submitted by you or any other user.
4.2 – UNAUTHORIZED ACTIVITIES
When using this Site and/or the services on the Site, you agree not to, without limitation:
• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Use racially, ethnically, or otherwise offensive language.
• Discuss or incite illegal activity.
• Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
• Post anything that exploits children or minors or that depicts cruelty to animals.
• Post any copyrighted or trademarked materials without the express permission from the owner.
• Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
• Use any robot, spider, scraper or other automated means to access the Site.
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
• Alter the opinions or comments posted by others on this Site.
This list of prohibitions provides examples and is not complete or exclusive. CytoSMART reserves the right to (a) terminate your access to your account, your ability to post to this Site and (b) refuse, delete or remove any Submissions, with or without cause and with or without notice, for any reason or no reason, or for any action that CytoSMART determines is inappropriate or disruptive to this Site or to any other user of this Site and/or services on the Site. CytoSMART may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at CytoSMART’s discretion, CytoSMART will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
You agree to indemnify and hold CytoSMART and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) CytoSMART or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.
5. LINKS TO THIRD PARTY SITES
6. COPYRIGHT AND TRADEMARK INFRINGEMENTS
CytoSMART respects the intellectual property rights of others, and we ask you to do the same. CytoSMART Technologies BV may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide CytoSMART with the following information:
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit CytoSMART to locate the material.
• Information reasonably sufficient to permit CytoSMART to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Any person who knowingly materially misrepresents material or activity is infringing may be subject to liability.
7. LIMITED PRODUCT WARRANTY; DISCLAIMER OF WARRANTIES
7.2 – DISCLAIMER OF WARRANTIES
THE SITE, ANY SERVICES PROVIDED ON OR THROUGH THE SITE, MATERIALS AND SUBMISSIONS ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. CytoSMART, ON BEHALF OF ITSELF AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “CytoSMART PARTIES”): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT SITE, ANY SERVICES PROVIDED ON OR THROUGH THE SITE, MATERIALS OR SUBMISSIONS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE, ANY SERVICES PROVIDED ON OR THROUGH THE SITE, MATERIALS OR SUBMISSIONS WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE OR free from viruses, interference, hacking, loss, or corruption; (C) DOES NOT REPRESENT OR WARRANT THAT SITE, ANY SERVICES PROVIDED ON OR THROUGH THE SITE, MATERIALS OR SUBMISSIONS WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF SITE, ANY SERVICES PROVIDED ON OR THROUGH THE SITE, MATERIALS OR SUBMISSIONS IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOUR USE OF THE SITE, ANY SERVICES PROVIDED ON OR THROUGH THE SITE, MATERIALS AND SUBMISSIONS IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE, ANY SERVICES PROVIDED ON OR THROUGH THE SITE, MATERIALS AND SUBMISSIONS.
THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND CytoSMART. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CytoSMART OR ANY PERSON ON BEHALF OF CytoSMART TECHNOLOGIES BV SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.
NOTHING IN THIS SECTION 7.2 SHALL EXCLUDE OR LIMIT THE CytoSMART PARTIES’ WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL ANY CytoSMART PARTY BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SITE, ANY SERVICES PROVIDED ON OR THROUGH THE SITE, MATERIALS OR SUBMISSIONS, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF A CytoSMART PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF, NOTWITHSTANDING THE FOREGOING, A CytoSMART PARTY IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE WEBSITE, CONTENT, PRODUCTS, MEMBERSHIPS OR SUBMISSIONS, THE RELEVANT CytoSMART PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID CytoSMART FOR THE APPLICABLE PRODUCT OR SERVICE.
NOTHING IN THIS SECTION 8 SHALL EXCLUDE OR LIMIT ANY CytoSMART PARTY’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH CytoSMART TECHNOLOGIES BV PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
If you send or transmit any business suggestions, ideas, or feedback concerning the Site, Products, Materials and/or any other content or services of CytoSMART, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Products, the Site and/or any services offered through the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and CytoSMART is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that CytoSMART is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
If you violate these Terms, CytoSMART may terminate and/or suspend your access to this Site without notice. CytoSMART prefers to advise you of your inappropriate behaviour and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by CytoSMART, may result in immediate termination of your access to this Site. Any disputes relating to these Terms or this Site will be heard in the courts located in The Netherlands. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. CytoSMART’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and CytoSMART and supersede all prior or contemporaneous negotiations, discussions or agreements between you and CytoSMART about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
11. CONTACT US
If you have any questions about these Terms or otherwise need to contact CytoSMART Technologies BV for any reason, you can reach us at info@CytoSMART.com