Terms and Conditions of Use for SomaLogic Customer Portal and Related Applications
Last Updated: July 2022
PLEASE NOTE THE ARBITRATION PROVISION SET FORTH BELOW, WHICH, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, REQUIRES YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST SOMALOGIC ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU MAY NOT PROCEED WITH A CLASS ARBITRATION, CLASS ACTION, OR PRIVATE ATTORNEY GENERAL ACTION ON BEHALF OF OTHERS. YOU ALSO MAY NOT JOIN OR CONSOLIDATE YOUR CLAIM WITH ANY OTHER ARBITRATION UNDER THESE TERMS. YOU WILL NOT HAVE—AND YOU WAIVE—THE RIGHT TO (1) RESOLVE YOUR DISPUTE IN A COURT AND HAVE A JUDGE OR JURY DECIDE YOUR CLAIM(S), AND (2) BRING A CLAIM RELATING TO YOUR ACCESS TO THE PLATFORM OR YOUR USE OF ANY SERVICES OR TO OTHERWISE PROCEED AGAINST SOMALOGIC AS PLAINTIFF OR A CLASS MEMBER IN A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION.
1. The Platform
The Platform consists of a web-based software platform as well as content, features, and functionality including, without limitation, information; text; graphics; logos; button icons; images, audio clips; video clips; data compilations; and the design, selection, and arrangement thereof.
Access to and use of the Platform is permitted only for: (i) current authorized staff of SomaLogic; and (ii) customers and collaborators to whom SomaLogic has specifically provided access to the Platform. Access to or use of the Platform by any other persons is strictly prohibited without the express prior written consent of SomaLogic, and users may have varying degrees of access to certain parts of the Platform. SomaLogic may or may not give you prior notice of revocation or restriction of your access.
2. Your Right to Use the Platform
You are granted the right to use the Platform only for the purposes described in these Terms. SomaLogic reserves all other rights in the Platform.
You agree not to use, nor permit any third party to use, the Platform in a manner that violates any law, or regulation, or these Terms. You agree that you will not:
• Provide access to or give any part of the Platform to any third party without written permission from SomaLogic;
• Reproduce, modify, copy, sell, trade, lease, rent, or resell the Platform;
• Create another account if we’ve disabled one you had unless you have our written permission first;
• Use any content or information available on the Platform for any unauthorized purpose;
• Interfere with or damage the Platform or servers or networks connected therewith or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, denial of service attacks, forged routing of electronic mail address information, or similar methods or technology;
• Upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
• Upload, post, e-mail, or otherwise transmit any materials that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
• Harvest or collect personal information about any other individual who uses the Platform;
• Make any statements, express or implied, that you are endorsed by SomaLogic without our specific prior written consent;
• Infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party;
• Upload, post, submit, publish, transmit or display in connection with the Platform any information or material that threatens or abuses others, libels, defames, invades privacy, is false, discriminatory, hateful, harassing, or offensive, or otherwise injurious or objectionable;
• Assist any third party in engaging in any activity prohibited by these Terms; or
• Engage in any other objectionable conduct, as deemed by SomaLogic.
This list is not intended to be an exhaustive list. If you engage in any of the above-mentioned, or similar, activities, your access to and use of the Platform may be revoked or restricted at any time at the sole discretion of SomaLogic.
The Platform is owned by SomaLogic and/or its licensors or other content suppliers, and is protected by United States and international copyright, trademark, patent, and other intellectual property or proprietary rights laws, and may not be used or exploited in any way without our prior written consent.
You are hereby granted a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license to use the Platform. This license is available to you as long as you are not barred from the Platform by applicable law and your account is not terminated by us or by you. SomaLogic reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.
Except as otherwise expressly stated herein, you may not modify, copy, distribute, display, reproduce, sell, license, or create derivative works from any information on the Platform, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of SomaLogic or any applicable third-party suppliers, with the exception of output of the Platform directly related to your data and data you upload to the Platform. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.
5. Account Creation and Passwords
To be eligible to use the Platform you must create a user account (“User Account”). By creating a User Account, you agree to (a) provide accurate, current and complete User Account information about yourself; (b) maintain and promptly update from time to time, as necessary, your User Account information; (c) maintain the security of your password and accept all risks of unauthorized access to your User Account and the information you provide to us; (d) immediately notify us if you discover, or otherwise suspect, any security breaches related to the Platform or your User Account; (e) use our Platform only for yourself and not on behalf of any third party; and (f) accept full responsibility for all activity that occurs under your User Account. We may, in our sole discretion, refuse to open a User Account, limit the number of User Accounts that you may hold, or suspend or terminate any User Account.
You acknowledge that on rare occasions, SomaLogic may need to access your User Account in order to inspect, investigate, or solve any technical issues related to your use of the Platform.
6. Monitoring, Privacy, and Security
Your access and use of the Platform may be monitored by SomaLogic at any time, with or without notice, and such access and use will not in any way be deemed to be private or personal to you.
SomaLogic is not responsible for—and you will not attempt to hold SomaLogic responsible for—the protection of privacy in or to information, data, or communications transmitted by you through the Platform or created or generated as a result of your use of the Platform including, but not limited to, any cyber attacks by hackers and/or data breaches. You are solely responsible for protecting your computer system from disruptions, Internet access failures, Internet content failures, and cyber-attacks by hackers and other unauthorized intruders. SomaLogic will use industry standard security practices to protect data and information provided by you or to you through the Platform.
7. Confidentiality; Proprietary Rights
(a) Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, and/or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information includes non-public information regarding features, functionality, and performance of the Platform. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
(b) Notwithstanding anything to the contrary, SomaLogic shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies (including, without limitation, information concerning data derived therefrom), and SomaLogic will be free to use such information and data to improve and enhance the Platform and for other development, diagnostic, and corrective purposes in connection with the Platform or other offerings from SomaLogic.
8. Links to External Websites
The Platform may contain links to other websites. We are not responsible for the availability of these external websites nor do we endorse the activities or services provided by these websites. Under no circumstances shall we be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods, or services available on such external websites.
9. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED UNDER LAW AND SAVE FOR THE RIGHTS GRANTED TO CONSUMERS UNDER APPLICABLE LAWS, THE PLATFORM AND THE CONTENT ON THE PLATFORM ARE PROVIDED “AS IS.” SOMALOGIC MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE PLATFORM, INFORMATION OR COMMUNICATIONS ON THE PLATFORM, OR ANY OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE PLATFORM, TO THE EXTENT PERMITTED BY LAW. SOMALOGIC DISCLAIMS IMPLIED WARRANTIES THAT THE PLATFORM AND ALL SOFTWARE, CONTENT AND SERVICES, AND INFORMATION DISTRIBUTED THROUGH THE PLATFORM ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOMALOGIC OR A REPRESENTATIVE SHALL CREATE A WARRANTY.
WE DO NOT GUARANTEE THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT THE CONTENT IS ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE PLATFORM (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.
FURTHER, SOMALOGIC DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE PLATFORM. UNDER NO CIRCUMSTANCES WILL SOMALOGIC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE PLATFORM. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE PLATFORM. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE, OR OTHER CONTENT ON THE PLATFORM.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER LAW AND SAVE FOR THE RIGHTS GRANTED TO CONSUMERS UNDER APPLICABLE LAWS, SOMALOGIC WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY DAMAGES OR LIABILITIES, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING ANY LOSS OF DATA, REVENUE OR PROFIT OR DAMAGES ARISING FROM PERSONAL INJURY/WRONGFUL DEATH) ARISING WITH RESPECT TO YOUR USE OF THE PLATFORM, EVEN IF SOMALOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM (i) USE OF OR INABILITY TO USE THE PLATFORM, (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS BY THIRD PARTIES, (iv) THIRD-PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE PLATFORM, OR (v) ANY OTHER MATTER RELATING TO THE PLATFORM.
In addition, when using the Platform, information will be transmitted over a medium which is beyond the control and jurisdiction of SomaLogic or its partners, advertisers, and sponsors or any other third party mentioned on the Platform. Accordingly, SomaLogic assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Platform.
11. Dispute Resolution and Agreement to Arbitrate
Except where and to the extent prohibited by law, by using the Platform, you and SomaLogic agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Platform or the breach, enforcement, interpretation, or validity of these Terms or any part of it (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the Receiving Party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent to:
• Us, at [email protected] or
• You, at any business or email address we have on file for you.
Both you and SomaLogic agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party. IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules then in effect, before one arbitrator to be mutually agreed upon by both parties.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable.
12. Choice of Law and Choice of Forum
These Terms have been made in and shall be construed in accordance with the laws of the United States of America and the State of Colorado, without giving effect to any conflict of law principles. Any disputes or claims not subject to the arbitration provision discussed above shall be resolved by a court located in Denver, Colorado and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
13. Modification and Termination
We reserve the right to modify these Terms at any time. When we do so, we will update the “Last Updated” date above. You will be notified of any material changes to these Terms via a posting on the Platform and, in some cases, via email at an email address we have on file for you. If you object to any changes, you may close your account or discontinue use of the Platform. Your continued use of the Platform after we publish or send a notice about our changes to these Terms means that you are consenting to the updated Terms.
We shall have the right to immediately terminate these Terms with respect to any user which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms.
If you have any questions, comments, or concerns about these Terms, please contact us at:
SomaLogic Operating Co., Inc.
Attn: Legal Department
2945 Wilderness Place, Boulder, CO 80301