Terms of Use

Last updated: September 26, 2022

 

Welcome to our website. Vergent Biosciences owns, controls, and maintains this site for your information and general education and as a courtesy to the Internet community. By accessing information or materials on our website, you acknowledge our intellectual property rights, and you accept, without limitation or qualification, to be bound by these Terms of Use that supersede any other agreement between you and Vergent Biosciences covering our website or the contents of the website. Certain sections of the website are intended for particular audiences including Vergent Bioscience’s employees, customers and investors, as well as members of the health care community and the general public.  We reserve the right to change these Terms of Use at any time at our sole discretion and without notice, and such changes shall become effective when posted on the website.

 

The product information provided on our website is intended for residents of the United States.

 

ATTENTION: PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. BY USING THIS WEBSITE, INCLUDING ANY SERVICES PROVIDED ON OR THROUGH THIS WEBSITE (WWW.VERGENTBIO.COM), YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT ACCESS THIS WEBSITE.

 

Limited License

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All contents on our website, including, but not limited to, pictures, illustrations, designs, icons, text, audio clips and video clips (collectively, the “Site Content”) and all intellectual property rights therein, are owned, controlled or licensed by Vergent Biosciences, our affiliates, or partners or other individuals or organizations and are protected by copyright. You may view and make a reasonable number of copies of materials made available on the public portions of our website solely for non-commercial, personal and informational purposes. You may not publicly distribute information or materials made available on the website, and no use of the website or the information therein is authorized other than the use expressly described in these Terms of Use. Any copy you make of this material or information shall retain all copyright and other proprietary notices in the same form and manner as on the original. Except as specified above, nothing contained in this website shall be construed as conferring by implication, estoppel or otherwise, any license or right under any copyright, patent, trademark or other intellectual property right of Vergent Bioscience or any third party. No other use of the information is authorized without the express written permission of Vergent Bioscience or the copyright owner. All other rights reserved.

 

User-Provided Ideas

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Vergent Bioscience does not accept or consider unsolicited ideas submitted through, or in connection with, the website. Notwithstanding the foregoing, you agree that any feedback, information, suggestions, ideas or materials (e.g., text, photographs, caricatures, illustrations, designs, icons, articles, audio clips and video clips, etc.) you submit through, or in connection with, this website (each, an “idea”) will not be subject to any use or disclosure restrictions and will be considered non-confidential by us. By providing ideas to us, you agree that we shall have, at no charge, a non-exclusive, transferable, royalty-free, perpetual, irrevocable, worldwide right and license to reproduce distribute, display, perform and create derivative works of such ideas and to use, make, offer for sale, sell and import products containing or based on such ideas. We shall be free to use and disseminate such ideas on an unrestricted basis for any purpose. In addition, we do not control ideas posted or otherwise transmitted via this website by others and we do not guarantee the accuracy, integrity or quality of such ideas. Any communications you send to this website or otherwise to Vergent Bioscience by electronic mail, with the exception of personally identifiable information as defined in the Vergent Bioscience Internet Privacy Statement, shall be deemed to be non-confidential.

 

Privacy

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Our policies concerning the use of your personal information are set forth in the Vergent Bioscience Internet Privacy Statement on this website and incorporated by reference herein. By using this website or the services provided by or through this website (“services”), you agree to waive and release Vergent Bioscience from any claim or liability in connection with the collection, use or disclosure of information consistent with the Vergent Bioscience Internet Privacy Statement.

 

Medical Advice

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The Site Content is provided for informational purposes only and should not be construed as medical, legal, financial, investment or other professional advice or opinion. We do not offer personalized medical advice or patient-specific treatment advice. Only your physician or other healthcare professional can determine if a product described on this website is appropriate for you. Use of this website is not a substitute for a consultation or visit to, or consultation with, your physician or a healthcare professional. You should not rely on this website or any other service offered by or through this website for medical diagnosis or treatment. YOU SHOULD NEVER DISREGARD OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF SOMETHING THAT YOU HAVE SEEN OR HEARD ON THIS WEBSITE. PLEASE CONSULT WITH YOUR PHYSICIAN, OR OTHER QUALIFIED HEALTHCARE PROFESSIONAL, BEFORE USING ANY PRODUCT DISCUSSED ON THIS WEBSITE.

 

Disclaimers

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The Site Content is for your general education only and is not intended to provide advice or guidance or to be used for any commercial purpose. The identification or description of products or services of Vergent Bioscience or third parties on the website is for informational purposes only and does not constitute a representation, warranty, guarantee, endorsement or recommendation of such products and services. Although we have attempted to provide accurate information on our website, we assume no responsibility for the accuracy of the Site Content. In particular, we may not update our website on a daily or other regular basis. As such, the Site Content may be out of date or include omissions or other errors. We may update or change the Site Content at any time without notice.

 

Content

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All Site Content is provided “AS IS” and “AS AVAILABLE” without warranty of any kind. Vergent Bioscience will use reasonable efforts to include accurate and up-to date information on this Web site but makes no warranties or representations of any kinds as to its accuracy, currency, or completeness.  To the maximum extent permitted by law, Vergent Bioscience, its affiliates and its collaborators disclaim all warranties, express or implied, regarding the website and the Site Content therein, including non-infringement of third-party rights.

 

Limitation of Liability

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You agree that access to and use of this Web site and the content thereof is at your own risk.  We make no warranty that this website will meet your requirements; that this website will be uninterrupted, timely, secure or error free; that messages or requests will be delivered; that defects will be corrected; or that this website is free of viruses or other harmful components. You assume the entire risk as to the results and performance of this website. Neither Vergent Bioscience nor any party involved in creating, producing or delivering the Web site shall be liable for any damages, including without limitation, direct, incidental, consequential, indirect or punitive damages, arising out of access to, use of or inability to use this Web site, or any error or omissions in the content thereof.

 

Indemnification

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You agree to indemnify, defend and hold harmless Vergent Bioscience, its subsidiaries, affiliates, directors, officers, employees, agents, consultants, business partners and assigns of same, from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to, or associated with, your use of this website and any hyperlinked website or based on any reliance upon the information contained therein and any violation of these Terms of Use by you. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

 

Use of This Website

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You agree NOT to do any of the following while visiting or using this website or any services provided by or through this website:

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• Impersonate or misrepresent your affiliation with any person or entity;

• Except as expressly permitted by the rules of this website, post or transmit any unsolicited advertising,

• promotional materials, junk mail, spam or any other form of solicitation on this website or through the services;

• Post or transmit any information or material that is defamatory, offensive, indecent, obscene or unlawful;

• Post or transmit any information or software that contains a virus, Trojan horse, worm or other harmful

• components;

• Violate any applicable law or regulation, including, without limitation, any local, state, provincial, national or international law, any export control laws or any regulations promulgated by any state or federal authority;

• Access or use password-protected, secure, or non-public areas of this website without authorization; or

• Frame, repackage or otherwise re-distribute any portion of this website.

 

Vergent Bioscience may, at its sole discretion, take any action we deem necessary, including, but not limited to, termination of access to this website if we believe a user’s conduct or content fails to conform to the terms and conditions provided in these Terms of Use or may create liability for Vergent Bioscience, our affiliates, partners, suppliers, or other users. Vergent Bioscience will not be liable to you or any third party as a result of such termination and modification. The terms and conditions provided in the Terms of Use will survive any such termination and modification.

 

Vergent reserves the right to terminate this website or to cease to offer any products and/or services at any time on written notice to the user (including by email to registered users or posting on the website), for any reason or no reason. 

 

If Vergent ceased to provide the products and/or services, users agree: (a) to continue to be bound by these terms, (b) that the license and rights provided by Vergent shall end, and (c) that Vergent shall not be liable to users, or any third party, for compensation, reimbursement, or damages in connection with your use of the products and/or services or for termination of access to the products and/or services.

 

Hyperlinks

 

Our website may contain hyperlinks to websites owned and/or controlled by other parties. Access to any other website is done so at your own risk, and we are in no way responsible for the accuracy or reliability of any information, data, opinions, advice, or statements accessible from these websites, and make no representations or warranties about their products or content. Third party-linked websites and their contents should not be attributed to Vergent Bioscience in any manner. We provide these hyperlinks merely as a convenience, and the hyperlinks are not an endorsement of any product, service, individual or entity.

 

Reservation

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Any rights not expressly granted in our website are reserved to us. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

 

Trademarks

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Vergent Bioscience and the Vergent Bioscience logo are trademarks of Vergent Bioscience Inc. Any use of “Vergent Bioscience” except as permitted herein is prohibited and may be in violation of trademark law and other laws. All trademarks, logos, trade names, trade dress, service marks and products of Vergent Bioscience or third parties, are protected in the United States and internationally, and may not be used for advertising or publicity purposes, or to indicate any affiliation with, or endorsement by, Vergent Bioscience. These Marks may not be used in whole or in part without the prior written permission of such owners.

 

Void Where Prohibited

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This Web site and its contents are intended to comply with the laws and regulations in the U.S. Although the information on this Web site is accessible to users outside of the U.S., the information pertaining to Vergent Bioscience products is intended for use only by residents of the U.S. Other countries may have laws, regulatory requirements and medical practices that differ from those in the U.S. Any offer for any product of service made on this Web site if void where prohibited.

 

Governing Laws

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The Terms of Use Agreement and your use of the Web site shall be governed by the laws of the United States of America and the State of Delaware without regard to its conflicts of law principals.  Any legal action or proceeding related to the Web site shall be brought exclusively in the federal courts in the State of Delaware.

 

Miscellaneous

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If any provision of this Agreement is held to be unlawful, void or unenforceable, then such provision shall be severable without affecting the enforceability of all remaining provisions. Vergent Bioscience reserves the right to alter or delete material from this Web site at any time at its sole discretion. No delay or omission by Vergent in exercising any rights occurring upon any noncompliance or default by users with respect to any of the terms and conditions will impair any such right or be construed to be a waiver thereof, and a waiver by Vergent of any of the covenants, conditions or agreements to be performed by users will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein.  No waiver will be binding on Vergent unless made in an express writing signed by Vergent.  Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between Vergent and users regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.  These terms and conditions and user’s rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by user to any third party without Vergent’s prior written consent in Vergent’s sole discretion.  Any purported assignment, transfer or delegation without such consent will be null and void.  Vergent may assign or otherwise transfer or delegate these terms (including any rights or obligations hereunder), including to any purchaser of Vergent’s business, from time-to-time in Vergent’s sole discretion.  As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive.  Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of these terms.  There shall be no third party beneficiaries to these terms.