Website Terms of Use

These Website Terms of Use (“Terms of Use”) set forth herein apply to the website owned, operated, licensed, and/or controlled by BioData Ltd and/or BioData Inc. and any of their affiliated companies (“BioData”, “We”), located at www.biodata.com and/or at www.labguru.com and/or at www.lablife.org (the “Website”) and any of the services provided by and/or via this Website, including but not limited to Labguru, BioKM and Lablife applications (“Services”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

BY ENTERING OR USING OR BROWSING THROUGH THE WEBSITE, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO BE SUBJECT TO ALL OF THESE TERMS OF USE, YOU ARE ADVISED NOT TO ENTER OR USE THE WEBSITE.

For the avoidance of doubt, in any instance in which any of the terms “User”, “You”, “Your” are used in this Terms of Use, the meaning is to any person using, or who has used, the Website and any of the Services provided by and/or via this website, regardless whether such term is used in singular or plural.

Additionally, your use of the Website and/or the Services is subject to BioData’s Privacy Policy as detailed at the following URL: https://www.labguru.com/company/legal/privacy;.

Users who utilize the Services are bound by the Terms of Service which are hereby incorporated into these Terms of Use by reference.

Please note that your use of the Website and/or the Services may lead you to other websites and/or third party services, and your use of such websites and/or services provided by or via said websites may be subject to terms and use that apply therein. These Terms of Use relate only to your use of the Website and/or the Services provided by BioData.

1. Permitted Users

Users, whether or not registered, must be over 13 years of age. If you are under 16, you must first obtain the consent of your parent or guardian to use or register with the Website.

2. Proprietary Rights to Information and Data

All information, content and/or material posted on the Website by BioData (“Materials”) are the property of BioData and/or its third party providers which retain all rights, title and interests in and to such Materials and all intellectual property rights relating thereto, including without limitations all copyright, patent, trademarks, logos, design rights and any other proprietary rights.

No transfer or grant of any rights in the Materials is made or is to be implied by any provision of these Terms of Use or by any other provision contained in the Website. You agree not to infringe upon all the above rights.

Without limiting any of the foregoing, you may not copy, reproduce, republish, upload, scrape, post, transmit, or otherwise distribute, the Materials or any part thereof. You may download, where specifically permitted, one copy of the Materials on any single computer for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices. Modification of the Materials or use of the Materials for any other purpose, including without limitations the use of Materials on any other Website or networked computer environment is strictly prohibited, and be deemed a violation of BioData’s copyright and other proprietary (including intellectual property) rights.

The User acknowledges that such Material may contain other proprietary information and material, and the User will respect all such proprietary rights and take such precautions as may be reasonably necessary to protect private, confidential and other proprietary information and material from unauthorized use.

3. Intellectual Property Infringement Policy

BioData is committed to protecting the rights of copyright right holders and seeks to comply with all applicable laws and regulations regarding the protection of intellectual property. Notices related to intellectual property related violations on this Website should be addressed to Danny Klein, Co-CEO and Compliance Officer of BioData at danny.klein@biodata.com

BioData will process any notices of alleged copyright infringement and will take appropriate actions required under applicable laws. Upon receipt of appropriate notices, BioData will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

4. Trademarks

Without limiting any of the other provisions of this Terms of Use, BioData’s name, logos, product and Website names and any other trademarks and/or trade names included in the Website are trademarks, trade names or Service marks of Biodata (collectively, ''Trademarks'') or any of its affiliates. The User agrees not to display or use, in any manner, any of BioData’s Trademarks or copyrighted material without BioData’s prior written consent. All other third party trademarks, Service marks, logos and trade names appearing on any of the websites which are part of the Website are the property of their respective owners. No transfer or grant of any rights under any Trademarks is made or is to be implied by any provision of these Terms of Use or by any other provision contained in the Website, and all rights in such Trademarks is reserved by BioData or respective holders.

5. Prohibited Uses

You expressly agree not to use the Website in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation. You acknowledge that prohibited conduct includes, but is not limited to, use of the Website to invade the privacy of third parties, transmitting or uploading abusive, profane, libelous, slanderous, threatening or otherwise harassing material via the Website, transmitting or uploading any viruses, worms, ''Trojan Horses'' or other similar materials onto the Website, or reproducing, sending or distributing to or through the Website any Unsolicited Commercial Email (UCE) or SPAM or material protected by copyright, privacy or other proprietary right without first obtaining the written permission of the owner thereof. You expressly agree not to damage, alter or modify the Website or any content thereof. You agree not to take any action that might compromise the security of the Website, render the Website inaccessible to others or otherwise cause damage to the Website or its Materials. You agree not to add to, subtract from, scrape or otherwise modify the Website Materials, or to attempt to access any Website Materials that is not intended for you. You agree not to use the Website in any manner that might interfere with the rights of third parties. You are prohibited from engaging in any activities designed to harass, or that will cause a denial-of-service (e.g., synchronized number sequence attacks) to any other user whether on Website network or on another provider’s network.

6. Monitoring of the Website

BioData may, in its discretion, monitor the Website and the use thereof by the User to determine compliance with these Terms of Use and to avoid, to the extent practicable, fraudulent, unlawful or abusive use of the Website, subject at all times to the disclaimers described in Section ‎9 below. BioData may also intercept and disclose any content, record, use, data or information, to the extent necessary to protect BioData's rights and fulfill its obligations (to the extent applicable), including without limitation, for mechanical or Website quality control or to comply with any law, regulation, or governmental request, all as determined by BioData and as permitted by applicable law. BioData may also, in its discretion, review, edit, refuse to post or remove any material or information submitted or transmitted to the Website. Notwithstanding the foregoing, BioData makes no commitment or promise, and is under no obligation under these Terms of Use, to monitor, review, screen, edit or otherwise control any information or material contributed by any third party.

7. Third Party Vendors

The User may order or use service or merchandise through the Website from third parties not affiliated with BioData (''Third Party Vendors''). All matters concerning such services and merchandise desired from Third Party Vendors, including but not limited to purchase terms, payment terms, warranties, guarantees, license terms, maintenance and delivery, are solely between the Third Party Vendors and the User and should be directed to such particular Third Party Vendor. BioData makes no warranties or representations whatsoever with regard to any such services or merchandise provided by Third Party Vendors. The User will not consider BioData, nor will BioData be construed, as a party to, or a third party beneficiary of, such transactions, whether or not BioData may have received revenue or other remuneration in connection with the transaction. BioData will not be liable to the User for any costs or damages incurred by the User or any other person with respect to or arising out of transactions with Third Party Vendors.

8. Links

BioData is not responsible for the content on the Internet or World Wide Web pages that are contained outside the Website. As a convenience to our members, BioData provides links to many resources. BioData makes no representations as to the quality, suitability, functionality or legality of any websites to which BioData may provide links, and the User hereby waives any claim the User may have against BioData with respect to such websites.

Unless you have a written agreement or a specific consent in effect with BioData which states otherwise, links to the Website may be provided only in the following manner: (a) links must not suggest or otherwise create the false appearance that BioData is affiliated with any person or entity, or that BioData otherwise endorses, sponsors or affiliated with any product or service; (b) the appearance, position and other aspects of any link to the Website may not be such as to damage or dilute the goodwill associated with BioData’s name and Trademarks; (c) all links to the Website must "point" to the URL "www.biodata.com" and not to other pages within the Website; (d) all links to the Website, when activated by a user, must not display the Website within a "frame" on the linking website, or any other website.

Without limiting any of the above, BioData reserves the right to revoke its consent to any link to the Website, at any time in its sole discretion.

9. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR OWN RISK. THE MATERIALS AND CONTENT IN THIS WEBSITE ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING OR TERM - EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE - INCLUDING BUT NOT LIMITED TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE WEBSITE IS GIVEN OR ASSUMED BY BIODATA. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BIODATA MAKES NO WARRANTY THAT: (I) THE WEBSITE AND ANY MATERIALS DISPLAYED IN THE WEBSITE WILL MEET YOUR REQUIREMENTS; OR (II) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; OR (III) THE SERVER(S) OR ANY INFORMATION OR DATA RECEIVED THROUGH THE WEBSITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (IV) THE WEBSITE WILL BE AVAILABLE 24-HOURS PER DAY, 7-DAYS PER WEEK. IN THE EVENT THAT YOUR ACCESS TO THE WEBSITE IS SUSPENDED OR INTERRUPTED, BIODATA WILL MAKE REASONABLE EFFORTS TO RESTORE ACCESS TO THE WEBSITE (TO THE EXTENT DETERMINED SOLELY BY BIODATA IN ITS DISCRETION).

BIODATA DOES NOT WARRANT OR MAKES ANY REPRESENTATIONS AS TO THE SUITABILITY OF THE INFORMATION DELIVERED OR RECEIVED ON OR THROUGH THE WEBSITE FOR ANY PURPOSE NOR ABOUT ITS LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS. BIODATA DOES NOT WARRANT OR GUARANTEE THAT THE INFORMATION RECEIVED ON OR THROUGH THE WEBSITE WILL NOT CONTAIN ADULT-ORIENTED MATERIAL, OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE OR INAPPROPRIATE. THE INFORMATION AND DATA DELIVERED BY OR RECEIVED FROM USERS ON OR THROUGH THE WEBSITE IS NOT REVIEWED, CONTROLLED OR EXAMINED BY BIODATA BEFORE IT APPEARS ON THE WEBSITE. BIODATA DOES NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENTS OF ANY SUCH INFORMATION OR DATA. YOU ARE SOLELY RESPONSIBLE FOR THE CONTENTS OF INFORMATION RECEIVED FROM THE WEBSITE AND MAY BE HELD LEGALLY LIABLE OR ACCOUNTABLE FOR THE USE OR MISUSE THEREOF (INCLUDING, WITHOUT LIMITATION, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, BIODATA'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL BIODATA OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS OR EMPLOYEES, BE RESPONSIBLE OR LIABLE TO ANY USER OF THE WEBSITE OR OTHER PARTY AFFECTED BY THE WEBSITE, FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, LOSS OF SAVINGS AND THE LIKE), OR ANY OTHER DAMAGES ARISING OUT OF: (I) THE UNAVAILABILITY OF THE WEBSITE; OR (II) RELIANCE ON ANY OF THE MATERIALS; OR (III) INABILITY TO USE OR UTILIZE OR IMPROPER USE OF THE WEBSITE; OR (IV) ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES; OR (IV) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE WEBSITE; OR (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (VI) ANY OTHER FAILURE TO PERFORM BY BIODATA, EVEN IF BIODATA WILL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE MATERIALS, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, BIODATA'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

YOU FURTHER AGREE THAT BIODATA IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY TO YOU, FOR ANY MATERIAL POSTED BY OTHERS, INCLUDING DEFAMATORY, OFFENSIVE, OR ILLICIT MATERIAL, AND THAT THE RISK OF DAMAGE FROM SUCH MATERIAL RESTS ENTIRELY WITH YOU. FURTHERMORE, BIODATA IS NOT RESPONSIBLE FOR CLAIMS ARISING FROM THE USER'S USE OF THE WEBSITE OR THE USER'S BREACH OF THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, CLAIMS OF COPYRIGHT INFRINGEMENT, PATENT INFRINGEMENT, MISAPPROPRIATION OF TRADE SECRETS, LIBEL, SLANDER, TRADE LIBEL, DEFAMATION, HARASSMENT AND INVASION OF PRIVACY OR FRAUD.

11. Disclosures of Your Information

The content uploaded or otherwise submitted to the Website or the Services by the User is determined entirely by the User and User is solely responsible for such content (“Content”). BioData makes no representation regarding the content, including its accuracy, copyright compliance, legality or decency. BioData explicitly disclaims any responsibility for Content.

Unless otherwise agreed by BioData, BioData requests that you will not transmit any confidential or proprietary information to it via the Website. You hereby agree that any material, information, or data you transmit to us or post to the Website (each a “Submission” or collectively “Submissions”), excluding a Submission to the Services, will be considered non-confidential and non-proprietary. For all Submissions, (i) you guarantee to us that you have the legal right to post the Submission and that it will not violate any law or the rights of any third party, and (ii) subject to the provisions set forth below with respect to identifiable personal information regarding our Users, you hereby give BioData a royalty-free, irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from the Submission, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you.

12. Privacy Policy

It is BioData’s policy to respect the privacy of all users. Your use of the Website as well as certain other information about you is subject to the terms and conditions of our Privacy Policy https://www.labguru.com/company/legal/privacy;, which is incorporated into these Terms of Use by this reference. Please note that users shall remain solely responsible for the Content of their communications using this Website and nothing contained in our Privacy Policy shall be deemed or construed to state otherwise.

European Union Users understand and consent to the processing of personal information in the United States.

13. Term & Termination

These Terms of Use are effective upon the User's entering or using or browsing through the Website and remain in effect unless terminated as set forth in this section.

BioData may, in its sole discretion, at any time and for any reason, including, but not limited to technical difficulties or your violation of these Terms of Use, terminate these Terms of Use and/or limit or revoke the User's access to any part or the entire Website, and/or discontinue any portion of or the entire Website and/or any pricing (if any) relating to the Website, without any advance notice. In the event that BioData suspends, terminates or prevents a User’s registration, the User must not attempt to re-register or submit content (e.g. using someone else's registration), without BioData’s prior permission. The period of any suspension depends on all the circumstances at BioData’s sole discretion.

Your only remedy with respect to any dissatisfaction with (i) the Website and/or the Services (ii) any term of these Terms, (iii) any policy or practice, or (iv) any content or information transmitted through the Website, is to terminate these Terms of Use and your account by discontinuing use of any and all parts of the Website and Services.

Upon termination of these Terms of Use, for any reason, you agree to cease all use of the Website or its Services. Any termination will not affect your obligations to BioData under these Terms of Use (including, without limitation, ownership, indemnification and limitation of liability) which are intended to survive such suspension or termination. BioData will be entitled to discontinue prospective hosting of your Content or Submissions.

14. Amendment

BioData will be entitled, at its sole discretion, to change or modify or revise or remove portions or all of these Terms of Use at any time and without any prior notice. If BioData materially modifies these Terms of Use, BioData will post the updated Terms of Use via a hyperlink on the Website pages. By continuing to use the Website (including any browse through or access of the Website) after BioData has posted a modification of these Terms of Use on the Website, you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Website. Please check periodically the Website to review such changes in the Terms of Use.

15. Indemnity

At BioData's request, the User agrees to defend, indemnify and to hold harmless BioData and anyone on its behalf, including but not limited to, its licensors, owners, officers, directors and employees, from any losses, expenses, costs, damages, claims and liabilities (including but not limited to, direct, incidental, consequential, exemplary, indirect damages and reasonable attorney's fees) which may arise from your use of the Website and/or material obtained from or through any service provided on the Website, or from your breach of these Terms of Use.

16. Irreparable Harm.

Your breach or threatened breach of any provision of these Terms of Use will cause irreparable harm to BioData for which a remedy at law would be inadequate. BioData is entitled to seek all available remedies at law and in equity, including injunctive relief, to enforce any provision of these Terms of Use and to restrain you from disclosing, modifying, transferring, or otherwise using of the Website, in whole or in part, directly or indirectly, in breach of these Terms of Use.

17. Notices

Notices to the User may be made via either email or regular mail. BioData may also provide notices of changes to the Terms and Conditions or other matters by displaying notices or links to notices generally through the Website.

18. Receipt of Updates and Commercial Material

You agree to receive BioData's commercial offers, advertisement material and news, and realize that your consent to do so is essential to our consent to grant you the right to use the Website and the Services. You are entitled, at any time, to remove your address from the mail list of BioData by contacting BioData at the following email address: info@biodata.com

General

These Terms of Use shall be governed by and construed in accordance with the laws of England, without regard to the principles of its conflict of laws. You agree that all dispute and differences shall be determined by a court of competent jurisdiction in London, England, and you hereby consent and submit to exclusive venue and personal jurisdiction therein. These Terms of Use constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall not be modified except as provided herein. These Terms of Use shall not be released, discharged, changed or modified in any manner, except as provided herein. BioData may assign this Terms of Use, in whole or in part, in its sole discretion. The waiver by BioData of a breach of any provision of these Terms of Use shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different kind.

19. Maintenance of the Website

Making your use of the Website enjoyable means we need to fix bugs, install updates and do general diagnosis and maintenance of the Website which may make the Website less accessible or available for your use during those times.

We also need to be able to do emergency maintenance and/or suspend access to the servers where, in our reasonable discretion, we see the need to do that. We will try to have the Website available again as soon as we think it is safe to do so.

20. Validity of these Terms

If any part or provision of these Terms of Use is determined to be invalid, unlawful or unenforceable, such part of provision shall be deemed to be severable from the remainder of these Terms of Use and shall not affect the validity of any other part or provision of these Terms of Use.