Neolytica - Terms of Use

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Terms of Use

PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY BEFORE USING THIS SITE. Welcome to the Neolytica.com website. Neolytica, Inc. ("Neolytica," "we," "us") provides this website and all information, materials and services available on this website (the "Site") subject to the following terms and conditions (the "Agreement"). We strive to make the Site informative and useful, and would appreciate any feedback on how we can make it even better. In consideration for access to the Site, we require that you, the Site visitor ("you"), abide by this Agreement. Please read this Agreement carefully, because by using the Site, you agree to be bound by its terms and conditions. If you do not agree with these terms and conditions, you may not use this site. Customers and contractors who have entered into a separate agreement with Neolytica should pay particular attention to Section 14 ("Special Terms for Customers and Contractors") below.

We reserve the right at any time to:

Change the terms and conditions of this Agreement;
Change the Site, including eliminating or discontinuing any content on or feature of the Site; or
Change any fees or charges for use of the Site.

Any changes we make will be effective immediately upon posting on the Site. Your continued use of the Site following such changes will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement.

This Agreement consists of the following provisions:

1.	Disclaimer	9.	Hyperlinks and Frames
2.	Limitation of Liability	10.	Termination
3.	Indemnity	11.	Jurisdictional Issues
4.	Code of Conduct	12.	Questions and Consents
5.	Materials	13.	Notice to California Users
6.	Submissions	14.	Special Terms for Customers and Contractors
7.	Claims of Copyright Infringement	15.	Miscellaneous
8.	Ownership and Restrictions on Use

1. Disclaimer

NEOLYTICA PROVIDES THE SITE "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NEOLYTICA AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. NEOLYTICA AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELECOMMUNICATIONS, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF NEOLYTICA OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK.

A possibility exists that the Site could include inaccuracies or errors, or information or materials that violate this Agreement (specifically, the Code of Conduct below). Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Site. Although we attempt to ensure the integrity of the Site, we make no guarantees as to the Site's completeness or correctness. In the event that a situation arises in which the Site's completeness or correctness is in question, please contact us at service@neolytica.com with, if possible, a description of the material to be checked and the location (URL) where such material can be found on the Site, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable. For copyright infringement claims, see the section on "Claims of Copyright Infringement," below.

2. Limitation of Liability

NEITHER NEOLYTICA NOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO: THE SITE; ANY LINKED SITE; ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE; INCOMPLETE OR INACCURATE INFORMATION; COMPUTER VIRUSES; SOFTWARE BUGS; HUMAN ACTION OR INACTION; ANY COMPUTER SYSTEM, TELECOMMUNICATIONS CONNECTION, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTION; OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSION OR NETWORK CONNECTIONS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, MATERIALS OR ANY LINKED SITE IS TO STOP USING THE SITE OR LINKED SITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO NEOLYTICA FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE.

3. Indemnity

You agree to indemnify, defend and hold Neolytica, our affiliates, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, including any violation of the Code of Conduct, below; (b) any allegation that any Submissions (as defined in "Submissions," below) infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your activities in connection with the Site.

4. Code of Conduct

While using the Site, you agree not to:

Restrict or inhibit any other visitor from using the Site, including, without limitation, by means of "hacking" or defacing any portion of the Site;
Use the Site for any unlawful purpose;
Express or imply that any statements you make are endorsed by us, without our prior written consent;
Transmit (a) any content or information that is unlawful, deceptive, fraudulent, threatening, violent, harrassing, degrading, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party's intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us),
Engage in spamming or flooding;
Transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site;
Remove any copyright, trademark or other proprietary rights notices contained in the Site;
"Frame" or "mirror" any part of the Site without our prior written authorization;
Link to any page of or content on the Site other than the URL located at http://www.neolytica.com/ without our prior written authorization;
Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;
Harvest or collect information about Site visitors without their express consent; or
Transfer or resell your use of or access to the Site, including, without limitation, any of your Codes (as defined below), to any third party.

While using the Site, you agree to:

Comply with all applicable laws, rules and regulations;
Be solely responsible for the use and protection of your user name, user identification numbers and other passwords or security items ("Codes") issued to you or selected by you;
Take all reasonable precautions to protect the security and integrity of these Codes and to prevent unauthorized use thereof; and
Immediately notify Neolytica if you become aware of any unauthorized access or use of the Site with your Codes.

5. Materials

The information and materials provided through the Site, including any data, text, graphics, images, audio and video clips, logos, icons, software and links (collectively, the "Materials"), are intended to educate and inform you about our business and the services we offer. You may print a single copy of any textual Material available for downloading on the Site. You must retain all copyright and other proprietary notices on downloaded and copied Materials, and any such downloads or copies are subject to the terms and conditions of this Agreement. Further, the Materials remain the property of Neolytica or its licensors or suppliers. By downloading, printing or otherwise using the Materials, you agree to such terms and conditions. You may not download, copy or use any of the Materials except as expressly authorized by this Agreement and, in any event, you may not distribute, modify, transmit or publicly display the Materials without the written consent of Neolytica or, if so indicated in writing by Neolytica, its licensors or suppliers.

6. Submissions

Subject to "Special Terms for Customers and Contractors" below, by sending or transmitting to Neolytica any comments, suggestions, ideas, notes, concepts, information, graphics, or other materials (collectively, "Submissions"), or by posting such Submissions to any part of the Site, you grant Neolytica and our designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. None of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Submissions. In addition, Neolytica will not be under any obligation to respond in any way or reveal to you any information about Neolytica. Neolytica's receipt or consideration of your Submissions shall in no way impair Neolytica's right to contest the validity of any patents, trademarks, copyrights or other intellectual property rights in such Submissions.

7. Claims of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Neolytica infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Neolytica to locate the material on the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed by Neolytica against you, the DMCA permits you to send Neolytica a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to Kelly Wagner, 3606 W. Liberty Street, Ann Arbor, MI 48103, 734-769-0670, kwagner@neolytica.com. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

8. Ownership and Restrictions on Use

The Site is owned and operated by Neolytica pursuant to contractual arrangements, and the Materials (and any intellectual property and other rights relating thereto) are and will remain the property of Neolytica and its licensors and suppliers. The Materials and the selection, compilation, collection, arrangement and assembly thereof are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. Except as set forth in Section 5 ("Materials") above, you may not copy, reproduce, republish, upload, post, transmit or distribute Materials or other content or information available on or through the Site in any way without our prior written permission. The Materials may be used solely to the extent necessary for your authorized use of the Site, as provided in this Agreement or as expressly authorized in writing by Neolytica or, if so indicated in writing by Neolytica, its licensors or suppliers. Modification of the Materials or use of the Materials for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site or the Materials. The trademarks, logos, and service marks displayed on the Site (collectively the "Trademarks") are the registered and unregistered trademarks of Neolytica, Neolytica's licensors and suppliers, and others. The Trademarks owned by Neolytica, whether registered or unregistered, may not be used in connection with any product or service that is not Neolytica's, in any manner that is likely to cause confusion with customers, or in any manner that disparages Neolytica. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of Neolytica, Neolytica's licensors or suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited, and Neolytica will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.

9. Hyperlinks and Frames

This website ..Includes hyperlinks to other websites. Neolytica has no control and is not responsible for the content posted on such websites, and does not endorse or approve any products or information offered at these websites. Neolytica shall not be liable for any damages, losses, costs, claims or other liabilities arising out of or resulting from your access of other websites through the Site, and you hereby release Neolytica from all such damages, losses, costs, claims and other liabilities. Subject to the 'Code of Conduct,' Neolytica may permit links to its website, as long as they do not imply endorsement, sponsorship or affiliation.

10. Termination

This Agreement shall remain effective until terminated in accordance with its terms. Either party may terminate this Agreement immediately upon notice to the other party. In addition, we reserve the right to immediately terminate this Agreement, and/or your access to and use of the Site or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, your right to use the Site shall immediately cease, and you shall destroy all Materials obtained from the Site and all copies thereof, whether made under the terms of this Agreement or otherwise.

11. Jurisdictional Issues

Neolytica controls and operates this Site from its headquarters in Ann Arbor, Michigan, U.S.A. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. We reserve the right to limit the availability of the Site and/or the provision of any service, program, film or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, program, film or other product that we provide.

12. Questions and Consents

If you have any questions, comments or complaints regarding this Agreement or the Site, or if you would like to request our consent or approval as required under this Agreement, feel free to contact us at:

Website Inquiries
Neolytica, Inc.
3606 W. Liberty Street
Ann Arbor, MI 48103
service@neolytica.com

13. Notice for California Users

Under California Civil Code Section 1789.3, California Site users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

14. Special Terms for Customers and Contractors

With respect to each customer who has entered into a Master Customer Agreement with Neolytica and each contractor who has entered into a Master Contractor Agreement with Neolytica, the terms set forth in such Master Customer Agreement or Master Contractor Agreement, as applicable, shall take precedence over any conflicting terms or conditions set forth in this Agreement.

15. Miscellaneous
Requests for Neolytica consents or approvals required under these terms and conditions should be directed to service@neolytica.com or Neolytica 3606 W. Liberty Street, Ann Arbor, MI 48103.
This Agreement is governed by and construed in accordance with the laws of the State of Michigan, U.S.A., without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in Ann Arbor, Michigan, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts. You further agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any claim or action relating to or arising from this Agreement or the Site, and disclaim all affiliations with respect to jurisdictions which may otherwise render the previous invalid. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral Agreements between us with respect to such subject matter. This Agreement is not assignable, transferable or sublicenseable by you except with Neolytica's prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

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