EXCYTE PROVIDES THIS WEBSITE TO YOU AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY “YOU”), SUBJECT TO THESE TERMS.
THESE TERMS ARE ENTERED INTO BY AND BETWEEN EXCYTE AND YOU, AND YOU ACCEPT THEM BY USING THE WEBSITE IN ANY MANNER (IF YOU ARE USING THE WEBSITE ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF YOUR EMPLOYER).
Thank you for visiting http://Excyte.com/ (“Website”) which is owned and operated by Expert Cytometry, LLC d/b/a Excyte (“Excyte”).
IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
Section 1. The Website Content
(a) Excyte services are related to flow cytometry and include live and online seminars, informational courses, and certification from attendance of such seminars and courses (“Information”). This Website includes general information and videos none of which should be relied upon as any kind of professional, medical, or legal advice (“Content”). Some Content may be provided by You or other users in the form of comments.
(b) Excyte makes no representation that the Website, Information, or Content is appropriate or available for use in all locations. Any certification provided by the Website is only intended to reflect that You have taken part in an educational experience. The Website is not affiliated with an accredited university or college.
(c) The individuals providing instruction on the Website have not been certified by Excyte. You must rely upon your own investigation of such individuals when deciding to purchase Information.
(e) To the extent you request or subscribe to receive information from Excyte via e-mail, or submit information to Excyte’s clients, Excyte will use commercially reasonable efforts to deliver such information to the e-mail address You provide; however, Excyte cannot and does not guarantee delivery of such e-mail.
(f) Excyte shall have no obligation to, or liability for failing to, review, police or manage any Content that You or other users upload or post to, place on, or otherwise transmit via the Website; however, Excyte reserves the right to block Your access to the Website and edit or remove any Content that violates these Terms.
Section 2. License
Subject to Your compliance with all of these Terms, Excyte grants You a non-exclusive, nontransferable, limited, personal, fully-revocable (at any time and for any reason), term license to view the Website.
Section 3. Your Obligations.
In consideration of Your use of the Website, You agree:
(a) Not to use the Website to: (i) transmit spam, unsolicited communications, or unauthorized third-party Content; (ii) spoof someone else’s identity or otherwise misrepresent your affiliation with a person or entity; (iii) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content You transmit; (iv) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to use the Website; (v) engage in activities that would violate applicable local, state, national or international law, or any regulations having the force of law; or (vi) collect or store personal data about other users unless specifically authorized by such users;
(b) To be entirely responsible for all Content that You upload or post to, place on, or otherwise transmit via the Website and, specifically, not to upload, post or otherwise transmit, via the Website, any Content that: (i) is harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, threatening, or otherwise objectionable; (ii) includes unauthorized disclosure of personal information; (iii) violates or infringes anyone’s intellectual property rights; or (iv) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or interfere with the operation of any software, hardware, or other equipment;
(c) To accept sole and exclusive responsibility (as between Excyte and You) for adequate protection of Your data and/or equipment used in connection with the Website;
(d) To abide by the terms and conditions of any website or platform; and
(e) To defend Excyte from any claim, suit, demand, and action of any third party, and indemnify and hold Excyte harmless from any resulting judgment, settlement, and cost, including reasonable attorneys’ fees, due to or arising out of Your Content, Your use of (or connection to) the Website (including any use by You on behalf of Your employer), Your breach of these Terms, or Your violation of any third-party rights.
Section 4. Advertisers/Promoters
(a) The Website may contain advertisements and promotions of third parties (“Sponsors”). You agree that Your dealings with, or participation in promotions of, Sponsors (including, without limitation, payment, delivery of goods or services, warranties, representations, and any other terms or conditions associated with such dealings) are solely between You and Sponsors, and Excyte shall have no responsibility or liability for any loss, damage, claim, or complaint of any sort or nature You incur as the result of or relating to any such dealings regardless of the presence of Sponsors on the Website.
(b) You may find links to other Internet sites or resources on the Website that offer content, goods, or services. You acknowledge and agree that Excyte has no responsibility or liability (directly or indirectly) for: the availability of such external sites or resources; any content, advertising, products, or other materials on or available from such sites or resources; any damage, loss, claim, or complaint (actual or alleged) caused by, arising from, or in connection with Your use of or reliance on any such content, goods, or services available on or through any such site or resource.
Section 5. Confidentiality
During your access to and use of the Website, You may obtain information that Excyte or other users consider “confidential” or “proprietary” (“Confidential Information”).
You agree not to reveal the Confidential Information to any third parties and to take precautions, which shall be at least the more protective of reasonable and prudent care or those taken in safeguarding Your own trade secret, confidential, or proprietary information, whether by instruction, agreement, or otherwise, to satisfy Your obligations under these Terms with respect to authorized use, protection, and security of the Confidential Information. You agree that the wrongful disclosure of Confidential Information will cause Excyte (or its other users) irreparable injury that is inadequately compensable in monetary damages; accordingly, Excyte shall be entitled to injunctive relief in any court of competent jurisdiction against You for the breach or threatened breach of this Section, in addition to any other remedies including without limitation all remedies at law or equity without the requirement to submit bond.
Section 6. Intellectual Property Rights
(a) Except as expressly authorized in writing by Excyte, You shall not (via any means, now known or later discovered or created) reproduce, modify, distribute in any manner (including rent, lease, loan, or sell), mirror, republish, download, transmit, create derivative works of, or remove or modify any copyright or trademark notice or other notice of ownership relating to, the Content of Excyte or others, in whole or in part.
(b) Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.
(c) If You believe that Your copyright, trademark, or privacy right has been infringed, in any way, by Content on the Website, please provide a detailed description of the alleged infringement for further investigation via e-mail to [email protected]. Excyte’s receiving, investigating, or responding to your e-mail shall not constitute Excyte’s agreement or verification of your claim(s) nor any admission of liability therefor.
(d) Excyte makes no commitment, covenant, promise, warranty, representation, or guarantee that it will receive, review, investigate, or respond to your claim within any particular time.
Section 7. Right Of Publicity And Use Of Content
(a) By submitting Content or otherwise using this Website (including but not limited to your image, and other information about You), You irrevocably grant to Excyte the right to distribute, transmit, publish, copy, or otherwise exploit, commercially or non-commercially, either in whole or in part, either digitally or in any other medium now known or later discovered, any comments, photographs, videos, or other use of your likeness uploaded or submitted to the Website. You release and discharge Excyte and its agents, representatives, and assignees from any claim or cause of action, now known or later discovered, for, among other things, invasion of privacy, right of publicity, and defamation arising out of the use and exploitation of your likeness.
(c) When Your personal information gets placed on the Website, You are making the Content and other personal information available to third parties. Excyte reserves the right to charge third parties a fee for accessing Your information as part of Excyte’s services. Excyte will also send a potential candidate profile (consisting of select pieces or a summary of your personal information) without disclosing all of your personal information.
(d) Please note, You may be subject to legal action if you do not fully review and evaluate the legal implications of transmitting Your personal information to third parties. Please seek legal counsel in your jurisdiction to evaluate all agreements before submitting any of Your information; if you are unsure of your legal duties or covenants, do not submit your information or any Content to this Website.
Section 8. Warranty
YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK (INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER DAMAGES THAT RESULT FROM OBTAINING ANY CONTENT FROM THE WEBSITE INCLUDING COMPUTER VIRUSES). TO THE EXTENT PERMITTED BY LAW, Excyte PROVIDES THE WEBSITE, THE SERVICES, THE INFORMATION AND THE CONTENT “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, AND Excyte SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Excyte MAKES NO WARRANTY, Representation, COVENANT, OR GUARANTEE WHATSOEVER, EXPRESS OR IMPLIED: (I) AS TO THE VALUE, QUALITY, TIMELINESS, USEFULNESS, RELIABILITY, SECURITY, SUITABILITY, TRUTHFULNESS, OR COMPLETENESS OF THE WEBSITE, THE SERVICES, THE INFORMATION, OR THE CONTENT; (II) THAT THE WEBSITE OR THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE; (III) THAT THE WEBSITE, THE SERVICES, THE INFORMATION, OR THE CONTENT WILL MEET YOUR NEEDS OR EXPECTATIONS; (IV) AS TO THE QUALITY OR VALUE OF ANY SPONSORS’ PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN VIA THE WEBSITE; OR (V) THAT ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.
Section 9. Limitation Of Liability
(a) To the extent permitted by law, Excyte shall have no liability, relating to your use of (or connection to) the Website, for: (a) consequential, incidental, exemplary, special, or punitive damages even if advised of the possibility of such (including, but not limited to, loss of business, profits, business information, or business interruption, or any other pecuniary loss); or (b) for direct damages, actually proven, exceeding $100.00 (USD). This limitation shall be enforced even if it causes an exclusive remedy to fail of its essential purpose. You agree any dispute filed by You will be brought in Arbitration in Hamilton County, Ohio.
(b) Excyte reserves the right, at any time, in Excyte’s sole and exclusive discretion, to amend, modify, suspend, or terminate the Website, the Information or the Content, or any part thereof, and/or Your use of or access to them, with or without notice, and Excyte shall have no liability to You or any other person or entity for any modification, suspension, or termination of the Website, the Services, the Information or the Content, or any part thereof, or any loss of related information.
Section 10. Waiver Of Jury Trial
TO THE EXTENT PERMITTED BY LAW, YOU WAIVE YOUR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THE TERMS. You acknowledge that, if any of the provisions of this section are not currently unenforceable under applicable law, this section will apply in the event such becomes enforceable in the future. This provision shall remain in full force and effect notwithstanding any termination of Your use.
Section 11. Miscellaneous
(a) Excyte may provide notice(s) to You via e-mail, regular mail, reputable overnight delivery service, or by posting notices or links to notices on the Website.
(b) Excyte may amend these Terms at any time by posting the amended terms on this Website.
(c) These Terms and performance hereunder shall be governed by the laws of the State of Ohio. You irrevocably and exclusively submit to venue and jurisdiction for any proceedings pertaining to the Website, Content, or Information shall be in the state and federal courts located in Hamilton County, Ohio.
(d) Excyte shall not be liable under these Terms for failure to perform any of its obligations during any period in which it cannot perform due to matters beyond its control, including, but not limited to act of God, strike, fire, flood, natural disaster, war, embargo, or riot.
(e) The waiver or failure of Excyte to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
(f) If any provision of these Terms is invalid, illegal, or unenforceable under any applicable statute or rule of law, it is, to the extent necessary, deemed modified in order to comply with applicable law, and the remaining provisions shall not be affected in any way.
(g) The Terms constitute the entire agreement and understanding regarding Your use of the Website and supersede any prior versions of the Terms. No amendment, addition, deletion, or revision to these Terms shall be valid unless written and issued by an officer of Excyte.
(h) The headings used herein are for convenience only and shall not control or affect the meaning or construction of any provisions of these Terms.
–You have agreed to the Terms by and through your use of the Website–