GoInformatics (GoLIMS®) Services Agreement

 

This is a contract between you and GoInformatics (GoLIMS®). This contract refers to GoInformatics as “we,” “us,” or “our.” This contract applies to any online subscription for GoInformatics solutions and any associated products, services, support, and content. This contract also covers your use of any additional GoInformatics services for which you sign up while this contract is in force, unless other terms accompany those services. If so, those terms apply. You represent that you are at least 18 years of age or have attained the age of majority where you live, and that all information you supply is true and correct. Each service may have other posted notices or codes of conduct. All such notices and codes of conduct are incorporated by reference into this contract.

 

You may only use the service if you agree to these terms. If you do not agree, do not use the service. This contract limits our liability and disclaims warranties for the service to the maximum extent permitted by law. Please read these sections of the contract carefully.

 

1. When You May Use the Service

If you create an account (a subscription) to use the service, you may start using the service as soon as you have finished the registration and setup process. As indicated during the setup process, some parts of the service may not be available right away while we configure them for your use.

 

2. How You May Use the Service

In using the service, you must

       comply with all laws,

       comply with any codes of conduct or other notices we provide,

       comply with any GoInformatics Anti-Spam Policy,

       not attempt to breach the security of the GoInformatics service,

       keep your password secret, and

       promptly notify us if you learn of a security breach related to the service.

 

3. How You May Not Use the Service

In using the service, you may not

       use the service in any way that harms GoInformatics or its affiliates, resellers, distributors and/or vendors (collectively, the “GoInformatics parties”), or any customer of a GoInformatics party,

       engage in, facilitate, or further unlawful conduct,

       damage, disable, overburden, or impair the service (or the networks connected to the service) or interfere with anyone’s use and enjoyment of the service,

       resell or redistribute the service, or any part of the service, unless you have a contract with GoInformatics that permits you to do so,

       use any portion of the service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”),

       use any automated process or service to access and/or use the service (such as a BOT, a spider, periodic caching of information stored by GoInformatics or “meta-searching”), or

       use any unauthorized means to modify or reroute, or attempt to modify or reroute, the service.

 

4. Your Service Account

You may establish a service account and password for the service. The service may enable you to have other people create member accounts and passwords associated with your account. We call these “associated accounts.” You are responsible for all activity under your account, associated accounts, and passwords.

 

5. Associated Account Users

If you are the user of an associated account, then the holder of the service account has full control over your associated account. This control includes the right to end the service, close or alter your associated account at any time, and in some cases, to request and receive computer and service use information related to your associated account. Any data related to your associated account is collected and delivered to the account holder and GoInformatics.

 

6. How We May Change This Contract

GoInformatics may change this contract at any time without notice. If we make a material change to this contract, we will notify you at least 30 days before the change takes place. If you do not agree to the change, you must cancel and stop using the service before the change takes place. If you do not stop using the service, your continued use of the service will be under the new contract.

 

7. Charges and Billing

This section applies in all situations in which you pay GoInformatics directly for a service. If you pay a company other than GoInformatics for a service, then the charges and billing terms are as stated by that company. Even if you do not pay for the service, you may still incur other charges incidental to using the service; for example, charges for phone or Internet access, mobile text messaging, wireless service and other data transmissions.

Payment. When you sign up for the service, you will provide a payment method. You confirm that you are authorized to use the payment method. You authorize us to charge you for the service using your payment method and for any paid feature of the service for which you choose to sign up or use while this contract is in force. If the amount to be charged to your payment method is greater than the amount you pre-authorized, we will tell you the amount at least 10 days before we charge you.

Charges. You will pay service charges in advance. We may charge you at one time for more than one of your prior billing periods. If we told you that the service will be provided indefinitely or automatically renewed, we may automatically renew your service and charge you for any renewal term.

Updates to your Billing Account. You must keep all information in your billing account accurate and current, including your billing address and any expiration date for your payment method. You can access and make changes to your billing account at http://www.goinformatics.com. You may change your payment method at any time. If you tell us to stop using your payment method and do not provide an alternative payment method, we will cancel your service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.

Trial Period Offers. GoInformatics may, at its choosing, offer a limited time of free service or some other trial period offer. Unless we tell you otherwise, if you are participating in any trial period offer, you must cancel the service by the end of the trial period to avoid incurring charges or having your service downgraded to a service for which there is no subscription fee. If you do not cancel your service and we have told you that the service will automatically be converted into a paid subscription at the end of the trial period, then you authorize us to charge your payment method for the service. If we downgrade your service to one for which there is no subscription fee, some of your data may not be available to you and GoInformatics may delete that data permanently from our servers. You are responsible for taking the necessary steps to back up your data and ensuring that you maintain your primary means of business.

Prices and Price Increases.

       The price for the service excludes taxes, phone and Internet access charges, mobile text messaging, wireless service and other data transmissions, unless stated otherwise. These taxes and charges are your responsibility. Currency exchange settlements are based on your agreement with your payment method provider.

       If there is a specific time length and price for your service offer, then that price will remain in force for that time. When the offer period ends, we will charge you a new price for that service.

       We may change the price of the service from time to time, but we will give you at least 30 days’ notice before a new price takes effect. If you do not agree to the new price, then you must cancel and stop using the service before the new price takes effect. If your service is on a period basis (for example, monthly or annually), then the new price will start on the date that we indicate.

Service Conversion. You may be able to switch your service to a different service. If you do, you authorize us to charge your payment method for any new service charges. If you switch to a service for which we do not charge a subscription fee or for which we charge a lower fee, we may, but are not required to, refund the unused portion of the service charge for the subscription fee service you previously used or the difference in the amount of the service fees. You may not credit any refunds to other services.

Refunds. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by law. The costs of any returns will be at your expense, unless otherwise provided by law.

Payments to You. To receive a payment, you must promptly provide us with all information we need to make the payment (for example, bank account information for receiving the payment). You must provide us with the information we request before your right to receive payment accrues. You are responsible for the accuracy of the information you provide and any taxes you may incur as a result of receiving a payment. If you receive a payment that was not due to you, we may reverse or seek return of the payment, and you agree to cooperate with us.

Late Payments. Except to the extent prohibited by law, we may assess a late charge if you do not pay on time regardless of any disputes you may have raised about your bill. You must pay these late charges when we bill you for them. The late charge will be the lesser of one-and-one-half percent (1.5%) of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your service if you do not pay in full and on time.

 

8. Changes to the Service; Cancellation or Termination

By GoInformatics. We may change the service at any time and for any reason without notice. We may cancel or suspend your service or a portion of your service at any time and for any reason without notice, including if you violate the terms of this contract. If we do, your right to use the service will stop right away. Cancellation of the service will not change your obligation to pay any charges due on your billing account. If we cancel the service without cause, we will refund the unused portion of your service charge for that period on a pro rata basis.

By You. You may cancel your service at any time for any reason. Go to http://www.goinformatics.com for information about cancelling your service. Certain service offers may require cancellation charges, and you will pay all cancellation charges as specified in the materials describing the offer. Cancellation of the service by you will not alter your obligation to pay all charges made to your billing account.

Data. Upon termination or cancellation of the service by you or us for any reason, GoInformatics may delete your data permanently from our servers. You are responsible for taking the necessary steps to back up or copy your data and ensuring that you maintain your primary means of business.

Waiver of rights and obligations. To the extent necessary to implement the termination of this contract, each party waives any right and obligation under any applicable law or regulation to request or obtain intervention of the courts to terminate this contract.

 

9. Limits On Service

GoInformatics may establish limits on the service. For example, we may limit

       the amount of data that can be stored on GoInformatics servers,

       the maximum storage space on GoInformatics servers available to you,

       the number of users on your account or any associated accounts,

       the number of days the service will retain data associated with your account that you or other users may post or provide,

       the number of service accounts to which you may subscribe with one credit card,

       how long we retain an inactive service account, which we define as one where you do not sign in to the service for an extended period of time, and

       the number of transactions you can conduct through the service.

 

If you exceed the published service limits, GoInformatics reserves the right to cancel your service.

 

10. A Service May Be a Pre-release Version

A particular service may be a pre-release version. It may not work the way a final version of the feature or service will. We may change it for the final, commercial version. We may not release a commercial version. We also reserve the right to change a pre-release service at any time without advance notice to you.

 

11. Content and Intellectual Property

Content. You and your associated account users may be able to post or store data and documents (“content”) on the service.

Public Access to Content. We may choose, at our discretion, to provide features which allow you and/or your associated accounts to provide public access to content that you have posted. It is solely your responsibility to control whether public access is made available to content for which you have been granted the ability to control public access.

Intellectual property rights. GoInformatics does not sanction or approve the unauthorized use of content protected by copyright and other intellectual property rights. You understand that any violations of others’ copyrights and intellectual property rights are solely your responsibility and that GoInformatics will not be held in violation of those rights that you or other associated accounts may violate. You understand that GoInformatics may remove content at any time without notice when the content violates this contract or an applicable code of conduct, or when we have a good faith reason to believe it is necessary to do so.

Posting content. You understand that GoInformatics does not control or endorse the content that you and others post or provide on the service. GoInformatics doesn’t claim ownership of content that you and others post or provide. You also give the public, or those members of the public to which you have granted access, permission to grant these rights to others. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and that the use and publication of the content does not breach any law. GoInformatics will not pay you for content you post on public areas of the service. This section only applies to legally permissible content and only to the extent that use and publishing of the legally permissible content does not breach the law.

Private areas of the service. You understand that certain technical processing of content posted on private areas of the service may be required to:

       store and retrieve the content,

       conform to connecting networks’ technical requirements, or

       conform to the limitations of the service.

Links to third-party Web sites. The service may contain links to third-party Web sites. These third-party Web sites are not under GoInformatics control. If GoInformatics has included these links in the service, we provide them to you as a convenience only. The inclusion of these links is not an endorsement by GoInformatics of any third-party Web site, service or product. GoInformatics reserves the right to disable links to any third-party Web site that you or other customers post on the service.

 

12. Privacy

Access and Disclosure. Content generated by you or associated accounts is considered to be your property, as long as there is no legal violation. As such, GoInformatics will put forth its reasonable best efforts to protect the privacy of the information. However, GoInformatics may access or disclose content generated by you or associated accounts in order to

       comply with the law or respond to lawful requests or legal process,

       protect the rights or property of GoInformatics or our customers, including the enforcement of our agreements or policies governing your use of the services, or

       act when we believe, in good faith, that such access or disclosure is necessary to protect the personal safety of GoInformatics employees, customers or the public.

 

You consent to the access and disclosures outlined in this section.

Transfer of personal information. Information collected through the service may be stored and processed in the United States or any other country or region in which GoInformatics or its affiliates, subsidiaries, or agents maintain facilities. By using the service, you consent to any such transfer of information outside of your country or region. GoInformatics abides by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union. You may read more about transfers of this data in the Privacy Statement.

Performance and usage data. In order to provide you the service, we may collect certain information about service performance, your computer and your service use. We may automatically upload this information from your computer. This data will not personally identify you.

Filtering technology. We may use technology or other means to protect the service, protect our customers, or stop you from breaching this contract. Examples include filtering to stop spam and viruses or increase security. These means may hinder your use of the service.

 

13. Software

Use. If you receive software from us as part of the service, your use of that software is under the terms of the license that is presented to you for acceptance for that software. If there is no license presented to you, then we (or, based on where you live, one of our affiliates) grant you the right to use the software only for the use of the service authorized under this contract and only on that number of computers stated in your service offer. We (or, based on where you live, one of our affiliates) reserve all other rights to the software. Unless we notify you otherwise, your right to use the software ends when your right to use the service terminates or expires, and you must promptly uninstall the software. We may disable the software after the date the service ends.

Update. We may automatically check your version of the software. We may automatically download upgrades to the software to your computer to update, enhance and further develop the service.

Scope of License. Copyright and other intellectual property laws and treaties protect the software. The software is licensed, not sold. This contract only gives you certain rights to use the software. GoInformatics reserves all other rights. You agree not to disassemble, decompile, or reverse engineer any software included in the service.

Export Laws. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use. For additional information, see www.goinformatics.com.

 

14. Materials that GoInformatics Licenses to You

Documents. You may have access to information on the service such as white papers, knowledge-base articles, datasheets and FAQs ("documents"). You may use the documents only for informational purposes. You may not copy, distribute, publish, modify or make derivative works of the documents. Educational institutions that are officially accredited under local law may download and copy the documents for distribution only in the classroom.

Limitations. The license grant to use information, templates, and documents provided with the service does not include a license to the design or layout of the service or any GoInformatics owned, operated, licensed, or controlled service or Web site. You should not copy or retransmit any logo, graphic, sound, or image from the service, unless GoInformatics expressly permits it. GoInformatics and its suppliers do not warrant or guarantee that the information, templates, and documents are accurate and suitable for your specific purposes. Their inclusion with the service is not an endorsement of them by GoInformatics. Nothing available from the service is intended to be professional advice.

 

15. Your Dealings with Others

If you obtain anything from a third party (including third party offered services) through the service, you understand that your relationship with respect to those things is with the third party directly and not with GoInformatics. In the event you assert a claim that relates to or implicates your relationship with a third party, you shall only assert such claim against the third party, and you will not assert any such claim against GoInformatics, even if GoInformatics assisted in billing for the third party offering. You are solely responsible for your dealings with any third party, including

       delivery of and payment for goods and services,

       processing and verifying orders, payments and other transactions,

       customer support related to orders or transactions (e.g., lost orders, billing disputes, payments, etc.),

       determining, collecting and remitting to the appropriate authority all taxes (if any) arising from or related to such orders or transactions, and

       the purchase and use by you and your associated accounts of any third party products and services.

 

You represent and warrant that

       the products and services you advertise, sell, and distribute are legal for sale and distribution and do not violate this contract,

       you have all licenses necessary to sell, distribute, and advertise the goods and services you offer,

       all sales and advertisements will comply with applicable law, and

       you will comply with all applicable laws and regulations (including privacy laws and regulations that relate to your collection of information from third parties).

 

16. Feedback

If you give feedback about the service to GoInformatics, you give to GoInformatics, without charge, the right to use, share, and commercialize your feedback in any way and for any lawful purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies, and services to use or interface with any specific parts of a GoInformatics software or service that includes the feedback. You will not give feedback that is subject to a license that requires GoInformatics to license its software or documentation to third parties because we include your feedback in them. These rights survive this contract.

 

17. Use of Customer Name and Logo

You provide GoInformatics with the permission to identify your organization as a customer of GoInformatics products and/or services and permit GoInformatics to use the organization’s logo and/or other identifying marks in GoInformatics marketing materials. GoInformatics has no intention of violating your organization’s trademarks or other legal protection and shall promptly respond to any concerns in that area, making any necessary corrections in a prompt manner.

 

18. Our Notices to You; Your Notices to Us

This contract is in electronic form. We have promised to send you certain information in connection with the service and we have the right to send you this information in electronic form. There may be other information about the service that the law requires us to send to you. We may send this information to you in electronic form.

We may provide required information to you

       by e-mail at the e-mail address you specified when you signed up for the service, or

       some other means of contacting you as you may have specified as being a user of the service.

 

Notice to you will be deemed given and received on the transmission date of the e-mail or other forms of communication. As long as you can access and use the service, you have the necessary software and hardware to receive these notices. If you do not consent to receive notices electronically, you must cancel the service.

You may give GoInformatics notices as provided in the terms of your service or http://www.goinformatics.com.

 

19. No Warranty

GoInformatics makes no guarantee about the reliability, accuracy, or timeliness of the service or the results obtained from the service. You understand that the security mechanisms in the service have inherent limitations and that you are responsible for determining that the service meets your needs.

We provide the service “as-is,” “with all faults,” and “as available.” You bear the risk of using it. To the maximum extent permitted by law, the GoInformatics parties give no express warranties, guarantees, or conditions. You may have additional rights under your local laws that this contract cannot change. To the extent permitted by law, we exclude any implied warranties or conditions including those of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, and satisfactory quality.

 

20. Liability Limitation

You can recover from the GoInformatics parties only direct damages up to an amount equal to service charges that you have paid. You cannot recover any other damages from the GoInformatics parties, including consequential, lost profits, special, indirect, punitive or incidental damages.

 

You understand and agree that this limitation of liability applies to anything related to:

       the service,

       content on the service,

       viruses or other disabling features that affect your access to or use of the service,

       incompatibility between the service and other services, software, and hardware,

       delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the service in an accurate or timely manner, and

       claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.

 

You understand and agree that this limitation of liability applies even if

       this remedy does not fully compensate you for any losses,

       the warranty fails of its essential purpose, or

       GoInformatics knew or should have known about the possibility of the damages.

 

Some jurisdictions do not allow the exclusion or limitation of certain types of damages, so the above limitations or exclusions may not apply to you.

 

21. Claim Must Be Filed Within Six Months

To the extent permitted by law, any claim related to this contract or the service must be brought within six months. The six-month period begins on the date when the claim first could be filed. It if is not filed, then that claim is permanently barred. This section applies to you and your successors. It also applies to GoInformatics and its successors and assigns.

 

22.  Excusable Delays

GoInformatics shall not be liable for delay due to causes beyond its reasonable control including acts of Customer, acts of God, prerequisite work by third parties, valid or invalid action by governmental authority, fires, floods, windstorms, explosions, riots, natural disasters, acts of war or terrorism, sabotage, labor problems (including lockouts, strikes and slowdowns), inability to obtain electrical service or transportation, or court injunction or order.  In the event of such delay, the time of performance shall be extended for a period equal to the time lost by reason of the delay. 

 

23.  Contract Interpretation

All parts of this contract apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of this contract as written. If this happens, then the parties agree that the court may replace such part with terms that closely match the original intent of the parties but also comply with the law. The rest of this contract will not change and will be enforceable as written. This contract, together with any codes of conduct and other notices we provide, is the entire contract between GoInformatics and you regarding the service. It supersedes any other correspondence or communication between you and GoInformatics as well as any other contract or statements related to the service. If you have confidentiality obligations related to the service, those obligations remain in force (for example, you may have been a tester for a pre-release version of a service). The section titles in the contract do not limit the other terms of this contract.

 

24.  Dispute Resolution

You agree that the Indiana state courts located in St. Joseph County, Indiana U.S.A (or if there is exclusive federal jurisdiction, the United States District Court for the Northern District of Indiana) shall have exclusive jurisdiction and venue over any dispute arising out of this agreement and/or services promised or provided to you by GoInformatics.  To the extent not otherwise subject to the jurisdiction of such courts, you hereby agree to waive any objection to jurisdiction and to subject yourself to the jurisdiction of such courts. This agreement shall be governed by and construed in accordance with the laws of the State of Indiana.  Reasonable attorneys’ fees and costs shall be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this agreement.

 

 

25. Assignment

GoInformatics may assign this contract, in whole or part, at any time without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt to do so is void. Instead, you may cancel your service. The other party may then establish a service account and enter into a contract with us.

 

26. Notices

Copyright Notice. All contents of the service are Copyright © 2016 GoInformatics Inc. and/or its suppliers. All rights reserved.

Respect Copyright. Please respect the rights of others. You may not share other people’s content unless you own the rights, have permission from the owner, or such sharing is otherwise legal.

Trademark Notice. GoInformatics and GoLIMS® are trademarks of GoInformatics Inc.  Any rights not expressly granted are reserved.

Notices and Procedures for Making Claims of Copyright Infringement. Under Title 17, United States Code, Section 512 (c) (2), notifications of claimed copyright infringement should be sent to our office or a Designated Agent. All inquiries not relevant to the following procedure will not receive a response.