Terms and Conditions

Terms of Use

Date of last revision: September 12, 2022

This terms of use agreement (“Agreement”) is between GenoFAB, Inc., a Colorado corporation (“we,” “us,” “our,” or “ourselves”) and the person or entity (“you” or “your”) that has decided to use our services; access our Cloud or other hosted services; any of our websites or apps; or any features, products, graphics, text, images, photos, audio, video, location data, computer code, and all other forms of data and communications (collectively, “Services”).

By using the Services in any way, you agree to be bound by this Agreement. If you do not accept and agree to be bound by all of the terms of this Agreement, including the Privacy Policy incorporated by reference herein, do not use the Services.

The terms of this Agreement are subject to change at any time. It is your responsibility to check periodically for any changes. Continued use of the Services shall constitute acceptance of any changes.

I.  Description of the Services

GenoFAB, Inc. provides a cloud solution and related hosted services through corporate subscriptions. These services provide extensive tools to manage laboratory operations and research workflows.

II.  Your Use of the Services

A.  Your Representations and Eligibility to Use Services

By registering and using the Services, you represent and warrant you: (i) have the authority and capacity to enter this Agreement; (ii) are at least 18 years old; and, (iii) are not precluded or restricted in any way from using the Services, either by law or due to previous suspension from the Services.

B.  Truthfulness of Information

You represent and warrant that all information you submit when using the Services is complete, accurate, and truthful. You are responsible for maintaining the completeness, accuracy, and truthfulness of such information.

C.  License to Use Services

Through this Agreement, you are licensed to use our Services for the uses and under the terms specified in this Agreement and our Privacy Policy. You agree that you will not use our proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. We reserve the right to investigate and take legal action in response to illegal and/or unauthorized uses of the Services.

You agree that our Services contain proprietary information and material that we own and that are protected by applicable intellectual property and other laws, including but not limited to trademark, copyright, patent, and trade secret laws. For an avoidance of doubt, our proprietary information includes all software, methodology, experimental processes and computational workflows, databases of biological sequences, design rules and strategies used to engineer DNA sequences, and any other know-how and trade secrets provided in our Services.

Our ownership extends to all content, features, and functionality in the Services, and in our communications, that is protected or protectable under the law.

You agree that you will not use our proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement.

In no way should your use of the Services be construed to diminish our intellectual property rights or be construed as a license or the ability to use the Services in any context other than as expressly permitted under this Agreement.

D.  Materials You Provide

You retain ownership of all materials you provide through our Services. By providing those materials, you grant us a license to utilize those materials to provide our Services—which includes but is not limited to processing, storing, transmitting, copying, and creating derivative works of the materials. You further authorize us to measure, analyze, and aggregate information concerning how to you use our Services so we can better provide those Services. You assign exclusive ownership to us of any feedback you provide us in how to expand, streamline, optimize, or otherwise alter our Services.

You agree to only provide materials for which you hold the necessary rights to utilize those materials and license their use for our Services.

You further agree that you are not providing any materials that contain data that would require HIPAA compliance or other protected health information, and acknowledge that our Services are not structured to store such information.

E.  Prohibited Activities

You shall not engage in the following activities:

  1. Reproduce any portion of the Services in any form or by any means, except as expressly permitted in this Agreement or otherwise in writing by our authorized agent.

  2. Modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services in any manner, and you shall not exploit the Services in any unauthorized way.

  3. Use the Services for any unlawful activities or in violation of any laws, regulations, or contractual provisions, or to induce others to do or engage in the same.

  4. Use the Services to promote violence, degradation, subjugation, discrimination or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity.

  5. Access another’s account without permission of us or that person.

  6. Publish or allow to be published malicious code intended to damage any mobile device, browser, computer, server, or network hardware.

  7. Spam any comments section with offers of goods and services, or inappropriate messages.

  8. Use manual or automated software, devices, or other processes to “crawl,” “scrape,” “spider,” bypass any “captcha” or similar to access any portion of the Services or obtain data offered as part of the Services.

  9. Decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services.

  10. Solicit passwords or personal identifying information for commercial or unlawful purposes from others or disseminate another person’s personal information without that person’s permission.

F.  Authorized Users Only

Only Authorized Users may access and use our Services. “Authorized Users” are individuals who are administrators of a lab account or have been invited by the account administor to join a lab account. Account administrators have been designated to us as an Authorized User by entity that has engaged our Services. Authorized Users must adhere to all requirements and restrictions associated with our Services and must be using our Services solely for the benefit of the laboratory or other entity that has engaged our Services.

G.  Storage Limits

The amount of data permitted to be stored on our Services through the collective laboratory account under which you are accessing our Services may be limited depending on your subscription. Any limit applicable to your account as well as the account current data storage are displayed to the account administrator.

III. Payments

All payment and related information are subject to an agreement with your laboratory.

IV.  Disclaimers, Waivers, and Indemnification

A.  Disclaimer of Warranties

All information and services are provided on an “as is” basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In addition, we do not make any warranty that access to the Services will be uninterrupted, secure, complete, error free, or meet your particular requirements.

B.  Security

We utilize encryption when you transfer data to our servers. We do not own or control the network, internet services, or other intermediaries between our servers and your browser, and cannot guarantee the security or integrity of those portions of the transference process. Despite our efforts, there is inherent risk in transferring data electronically and we cannot guarantee all transmissions will be secure and error-free. Data is stored on our servers unencrypted.

You should retain backups of all your data at all times to avoid data loss.

C.  Waiver of Liability

You waive any liability of or claims against us for any injuries or damages (including compensatory, punitive, special, or consequential damages) you sustain as a result of or associated with using the Services. You waive any claim or liability stemming from our negligence.

Where our Services incorporate or utilize any information, software, or content of a third party, you waive any liability or claim against us based upon that information, software, or content—including based upon the negligence of that third party.

D.  Scope of Waiver

You understand and agree the above waiver extends to any claim of any nature or kind, known or unknown, suspected or unsuspected, regardless of when the claim first existed.

E.  California-Specific Waiver and Notices

You understand and agree the above waiver includes waiver of a claim of the type identified under California Civil Code, Section 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

The following notice is for California users: Pursuant to California Civil Code Section 1789.3: If you have a question or complaint about us, our products, or our Services please contact us at support@genofab.com. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer affairs by telephone at (800) 952-5210 or by mail at the Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834.

F.  Indemnification

If we are subject to a complaint, a demand, mediation, arbitration, litigation, or other pursuit based upon your conduct relating to or from use of our Services, you agree to defend, indemnify, and hold us harmless for all costs, expenses, and fees (including attorneys’ fees by the attorneys of our choice) we expend in defending ourselves against or otherwise addressing such pursuit. Such conduct or use includes, but is not limited to, your violation of this Agreement; your use of the Services and any consequence that produces; your use of intellectual property on or through the Services; you providing materials to our Services which you do not possess the right to use; and, any such actions performed by your agents or representatives, or at your direction. You agree to indemnify us as soon as we incur the costs, expenses, and fees, whether those are billed by event, or in week, month, or some other interval.

V. Limitation of Services and Termination

A.  Removal for Violating Materials

We are not obligated to monitor any materials you upload to our Services. However, should such materials violate this Agreement or any applicable law or regulation, we retain the right to remove those materials from our Services and immediately suspend your access.

B.  Removal for Misuse of Services

We further reserve the right to suspect your access should you engage in misconduct, including:

  1. You violating any of the provisions of this Agreement;
  2. You hindering or interfering with us in providing our Services;
  3. You making misrepresentations, lying, or deceiving us; and,
  4. You using the Services in violation of: any international, federal, state, or local law; or applicable regulation, rule, or order by any regulatory, governing, or private authority, or a court of competent jurisdiction.

C.  Removal for Failure to Pay

For any unpaid account that has no active users for a continuous, 30-day period, we reserve the right to terminate that account and delete all materials associated with it.

D.  No Duty to Retain Materials

Upon termination of your access or of the laboratory account under which you access our Services, we have no obligation to retain your materials. It is your obligation to copy or retain copies of all materials you have provided to our Services prior to termination.

E.  Survival

After termination, we retain all rights to content as specified in this Agreement. Sections II—VI of this Agreement survive after termination.

VI.General Provisions

A.  Publicity

We may publicize that we are providing Services to your laboratory in promotional materials.

B.  Successors and Assignees

We may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of our corresponding assets. You may not assign this Agreement.

You agree that any waiver or protections afforded to us are also provided to our affiliates, directors, officers, principals, employees, agents, and successors in their roles and relationship with us. You also acknowledge that all waivers and agreements bind not only you, but any successors, heirs, agents, and other representatives.

C.  Arbitration

The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or the Service shall be binding arbitration administered by the American Arbitration Association. You may not under any circumstances commence or maintain against us any class action, class arbitration, or other representative action or proceeding. You understand and accept that, by agreeing to arbitration, you are foregoing your access to a trial by jury.

D.  Limitation of Liability

To the maximum extent permitted by law, in no event shall we or our agents be liable to you or any other person or entity for any direct, punitive, incidental, special, consequential, or exemplary damages. In no event shall our liability under this Agreement exceed the total amount of money paid to us by you under any subscription or fees for our Services.

E.  Governing Law and Venue

This Agreement will be governed by and construed in accordance with the laws of the State of Colorado. The venue for any disputes including mediation, arbitration, or litigation shall be Denver, Colorado. You agree to waive the following defenses to any action brought in Colorado: forum non conveniens and lack of personal jurisdiction.

F.  Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that party retains the right to enforce that term or provision at a later time.

G.  Severability

If any provision of this Agreement is invalid or unenforceable, whether by the decision of an arbitrator or court, by passage of a new law, or otherwise, the remainder of this Agreement will remain in effort and be construed and enforced consistent with the purpose of this Agreement, to the fullest extent permitted by law. Furthermore, if a provision is deemed invalid or unenforceable, you agree that provision should be enforced to the fullest extent permitted under the law, consistent with its purpose.

H.  Understanding of Agreement

You acknowledge that you understand the terms and conditions of this Agreement. You also acknowledge that you could discuss these provisions with a lawyer at your own expense prior to entering into this Agreement, and have either done so or chosen not to do so in entering this Agreement. Regardless of your choice, you intend to be fully bound by this Agreement.

I.  Entire Agreement

This Agreement, together with the Privacy Policy, constitutes the entire agreement between us, and supersedes all prior agreements, representations, and understandings, oral or written, between us