Exact Sciences Laboratories, LLC offers this website, including its content and site functionality (the “Website”) to you (the “user” or “you”), subject to and conditioned on your acceptance of the Terms of Use set forth below, including the Privacy Policy (collectively, this “Agreement”), established by Exact Sciences Corporation, a Delaware Corporation (hereafter, within these Terms of Use, both entities shall be collectively referred to as “Exact Sciences,” “we,” “us,” or “our”).
By registering for and/or accessing, browsing, or otherwise using the Website, you acknowledge that you have read, understood and agree to be bound by this Agreement. Exact Sciences may, in its sole discretion, revise this Agreement from time to time by updating these Terms and Conditions of Use or the Privacy Policy, with the revised terms taking effect on the date of posting. Your continued use of the Website after the posting of such revisions constitutes your acceptance of the revised version of this Agreement. You should review this Agreement every time you use Exact Sciences, as this Agreement is a legal contract binding on you. IF YOU DO NOT INTEND TO ACCEPT THIS AGREEMENT, PLEASE DO NOT USE THIS WEBSITE. Additional services identified on or available through Exact Sciences may be subject to additional terms separate from this Agreement.
YOUR USE OF THE WEBSITE
ELIGIBILITY
Exact Sciences provides this Website for use only by persons located within the United States. Exact Sciences makes no representation that the Website or its content is appropriate or available for use in locations outside the United States. YOU AGREE AND UNDERSTAND THAT EXACT SCIENCES IS NOT A MEDICAL PRACTICE AND DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IT IS YOUR RESPONSIBILITY TO SEEK DIAGNOSIS, TREATMENT AND ADVICE FROM QUALIFIED PROVIDERS BASED ON YOUR CONDITION AND PARTICULAR CIRCUMSTANCES. You may use the Website for personal noncommercial and lawful purposes. You may not exploit any aspect of the Website for any commercial purpose without prior written and signed authorization from Exact Sciences. You must comply with all state, local, national and international laws, rules and regulations that apply to the Website, your use of the Website, and any products or services you learn about on the Website or access through the Website. DISCLAIMER OF WARRANTIES
THE WEBSITE DOES NOT MAKE ANY WARRANTY REGARDING EXACT SCIENCE’S PRODUCTS OR SERVICES. THE WEBSITE IS PROVIDED: (1) WITH ALL FAULTS AS IS AND AS AVAILABLE; AND (2) WITHOUT ANY ASSURANCE, OR WARRANTY, CONDITION OR DUTY OF OR REGARDING: FUNCTIONALITY; PRIVACY; SECURITY; ACCURACY; AVAILABILITY; REPAIRS; LACK OF: NEGLIGENCE, INTERRUPTION, VIRUSES OR OF OTHER HARMFUL CODE OR TRANSMISSIONS; OR THE NATURE OR CONSEQUENCES OF AVAILABLE CONTENT SUCH AS (WITHOUT LIMITATION) WHETHER SOFTWARE OR OTHER CONTENT IS SUBJECT TO ANY PARTICULAR LICENSE, OR WHETHER IT IS SUBJECT TO ANY RESTRICTIONS OR CONSEQUENCES THAT MIGHT BE TRIGGERED BY ANY EXERCISE OF A RIGHT GRANTED UNDER THESE TERMS. EXACT SCIENCES, OUR AFFILIATES, LICENSORS, SUPPLIERS, AND ADVERTISERS MAKE NO WARRANTY AND HEREBY DISCLAIM, WHETHER IMPLIED OR STATUTORY, ANY WARRANTY, INCLUDING ANY WARRANTY OF TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK, IN CONNECTION WITH YOUR USE OF THE WEBSITE, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU AGREE THAT YOU WILL OBTAIN (INCLUDING, WITHOUT LIMITATION, THROUGH DOWNLOAD) ANY CONTENT ENTIRELY AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING INFRINGEMENT, BREACH OF CONTRACT, CONSEQUENCE OR DAMAGE, INCLUDING (WITHOUT LIMITATION) DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. FOR AVOIDANCE OF DOUBT, YOU AGREE THAT YOU MAY NOT RELY, AND EXACT SCIENCES WILL NOT BE LIABLE FOR YOUR RELIANCE, ON ANY INFORMATION OR OPINIONS EXPRESSED ON THIS WEBSITE. ANY OPINION OR INFORMATION PRESENTED ON THE WEBSITE IS FOR YOUR CONVENIENCE ONLY AND WILL NOT CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
LIMITATION OF LIABILITY
IN NO EVENT WILL EXACT SCIENCES, OUR AFFILIATES, LICENSORS, SUPPLIERS, OR ADVERTISERS BE LIABLE FOR, AND YOU CANNOT RECOVER, ANY COSTS, DAMAGES AND EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, PUNITIVE, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EXACT SCIENCES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXACT SCIENCES WILL BE LIABLE TO YOU ONLY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED TEN U.S. DOLLARS ($10.00). THIS IS YOUR EXCLUSIVE REMEDY. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
INDEMNIFICATION
You agree to release, discharge, defend, indemnify and hold harmless Exact Sciences, its parents, subsidiaries, officers, directors, employees and agents, assigns, sponsors and supporting artists, licensors and suppliers from and against any claims, actions or demands, liabilities and settlements, including, without limitation, legal and accounting fees, related to or arising out of your use in any way of the Website, including any User Content (defined below) that you provide and any violations of this Agreement for which you are responsible. Exact Sciences will provide you with prompt notice of any such claim, suit or proceeding and reasonably cooperate with you, at your expense, in your defense of any such claim, suit or proceeding.
WEBSITE MAKES NO OFFERS
Nothing in the website constitutes an offer. The Website, including (without limitation) information regarding prices and services, merely invites users to negotiate.
PROHIBITED CONDUCT
By using or accessing the Website, you represent, warrant and agree that you will not:do anything that could disable, overburden or impair the proper working of the Website, including any interference with the servers or networks used to make the Website available or any violation of the requirements, procedures, policies, or regulations of such networks; restrict or inhibit any person from rightfully using the Website; transmit, post to, or make available through the Website any virus, worm, Trojan Horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may/or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment; use any robot, spider, scraper or other automated means to access any portion of the Website; reverse engineer, decompile, or disassemble any portion of the Website; send spam or any other unauthorized advertisements or solicitations through or using the Website; use an iFrame or offer web search functionality on the Website; harvest, collect or use addresses, phone numbers or email addresses or other contact information of users of the Website; solicit private information (including social security numbers, credit card numbers and passwords) from users of the Website; impersonate any person or entity, including any moderator or any of our representatives, falsely stating or otherwise misrepresenting your affiliation with any person or entity in connection with the Website, or stating or implying that we endorse any statement you make; transmit, post to, or make available through the Website any content that is threatening, hateful, racially or ethnically offensive, or that depicts nudity, pornography or graphic or gratuitous violence, or anything else that Exact Sciences may consider offensive; transmit, post to, or make available through the Website any addresses, phone numbers or email addresses or other contact information or private information of any third party or any content that violates the law or anyone’s rights, including intellectual property rights or other proprietary rights (such as rights of publicity and privacy); transmit, post to, or make available through the Website any false, misleading or fraudulent information; intimidate, harass, or violate the rights of any user or other person; otherwise do anything that is illegal, infringing, fraudulent, malicious or could expose Exact Sciences or users of the Website to harm or liability; or attempt, encourage or facilitate any of the above.
MAKING USER CONTENT AVAILABLE
“User Content” is any information, graphic, text, image, software, sound file, video, communication, data, metadata, photograph, compilation, work in any form or medium, technology (whether now known or later developed) and other materials that are uploaded, submitted, posted, transmitted, modified, linked, shared, stored or otherwise made available to or on the Website by you or other users of the Website. You are responsible for all User Content that you upload, submit, post, transmit, modify, link, share, store or otherwise make available to the Website. You represent and warrant that you own or otherwise control any and all rights in and to the User Content that you upload, submit, post, transmit, modify, link, share, store or otherwise make available and that public posting and use of that User Content by us will not infringe or violate the rights of any third party in any manner.
You acknowledge and agree that we may publish, sublicense, transfer, transmit, perform, display, store, distribute, reproduce, modify, re-arrange, create derivative works from, and otherwise use all or any portion of User Content on the Website and for any purpose related to the business of Exact Sciences. You further acknowledge and agree that third parties who provide services to Exact Sciences may have access to your User Content and use it in connection with their policies and practices and subject to any agreement they may have with Exact Sciences.
You further acknowledge that aspects of the Website may be “public.” In addition to the rights granted to us and our service providers, your use of the Website may allow other users to have access to your User Content which they might copy, modify, distribute, or rely upon even without your express permission to engage in that conduct. Further, you agree to evaluate, and bear all risks associated with, the use of any User Content, including reliance on the accuracy, completeness or usefulness of User Content and any risk that others may be able to identify you based on your User Content.
RIGHT TO REMOVE USER CONTENT OR BLOCK ACCESS
Exact Sciences generally does not monitor, approve or have any control over any User Content. Nevertheless, Exact Sciences or its designees, at Exact Sciences’ discretion, without any obligation and without notice at any time, may screen, filter, restrict, block, move, refuse, disable access to, remove, or modify User Content that does not meet the prohibited conduct guidelines described in this Agreement or is otherwise objectionable. Exact Sciences may also block your access to the Website in the event that (a) you breach this Agreement; (b) we are unable to verify or authenticate information you provide to Exact Sciences; (c) we believe that your actions may cause financial loss or legal liability for you, users of the Website, or us; or (d) we believe that blocking access is a reasonable business practice in the circumstances.
We do not guarantee that any content or information you share or access will not be removed, damaged, corrupted, lost, or unavailable. We recommend that you back up any User Content that you store or access using the Website.
THIRD PARTY CONTENT AND LINKS
Exact Sciences may make available links to websites operated by third parties, including advertisers. Making available any link to a website does not imply endorsement by Exact Sciences of that website or the products or services available through that website; the link may be for your reference and convenience only. Products, services, and content offered through linked websites are subject to the terms and conditions made available by those respective websites, and the data collection practices of linked websites will be governed by the respective privacy policies of those websites, not by ours. Following links to any other websites or web-based services is at your own risk, and any claims you have with respect to products, services, or content accessed through linked websites are claims against third parties, not against Exact Sciences.
Exact Sciences also may post or otherwise provide content of third parties (“Third Party Content”) as a service to those that might be interested in this information. Exact Sciences does not guarantee, endorse or adopt the accuracy, completeness, legality, or innocuousness of any Third Party Content. Exact Sciences is not responsible for updating or reviewing Third Party Content. You use Third Party Content at your own risk.
The user agrees that Exact Sciences is not responsible for examining or evaluating the content or accuracy, and does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. The user agrees to not use any third-party materials in a manner that would infringe or violate the rights of any other party and that Exact Sciences is in no way responsible for any such use by the user.
COPYRIGHTS AND OTHER NOTICES
Exact Sciences and its licensors retain full copyright ownership, rights and protection in all material contained on the Website (including all digital images, software, HTML code and other code, or business methods) with the exception of User Content. Except as otherwise expressly provided in this Agreement, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, rewrite, create derivative works from, transfer or sell any material contained on the Website without the prior consent of Exact Sciences or the copyright owner.
All content of the Website is Copyright 2013 Exact Sciences and its licensors. All rights reserved.
COPYRIGHT INFRINGEMENT
If you are the owner of a United States copyright and you believe that your work has been copied on this Website in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our copyright agent the following information:
(A) a physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(B) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(C) a description of where the material that you claim is infringing is located on the website;
(D) your address, telephone number, and email address;
(E) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
(F) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act in the copyright or intellectual property owner’s behalf.
Our agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail: David Casimir, 2275 Deming Way, Ste. 310, Middleton, WI 53562
By phone: 608.662.1277
By email: docketing@casimirjones.com
CORPORATE IDENTIFICATION AND TRADEMARKS
All trademarks, service marks and trade names of Exact Sciences, its partners and licensors (including without limitation: Exact Sciences, the Exact Sciences logo, and the associated designs and logos) (collectively “Marks”) are trademarks or registered trademarks of Exact Sciences or its affiliates, partners or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity pertaining to distribution of materials on this Website, without Exact Science’s prior written consent. The use of the Marks on any other website or networked computer environment is not allowed. You may not use the Marks as a “hot” link on or to any other website unless establishment of such a link is approved in advance.
NOTICES
Exact Sciences may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Website, or by written communication delivered by first class U.S. mail.
You may give notice to Exact Sciences at any time by letter delivered by first-class postage prepaid U.S. mail or overnight courier to the following address:
Exact Sciences Laboratories
145 E. Badger Road, Suite 100
Madison, WI 53713
TERMINATION; LIMITATIONS ON ACCESS TO THE WEBSITE
You may use the Website if and when it is available. Features may be unavailable or the experience may not be the same for every user at all times. Exact Sciences does not guarantee availability of any aspect of the Website or any particular feature. We reserve the right to change, remove, delete, restrict or block access to, or stop providing all or any part of the Website (including reducing available storage capacity, if any, and removing any of the content contained in the Website) at any time without notice.
You agree that we may terminate your use of the Website if we reasonably believe that you have violated or acted inconsistently with the letter or spirit of this Agreement, or violated the rights of Exact Sciences or any third party, or for any other reason with or without notice to you.
GENERAL PROVISIONS
This Agreement is governed by the laws of the State of Wisconsin, without regard to conflict of law principles. You expressly agree that exclusive jurisdiction for any dispute with Exact Sciences or in any way relating to your use of the Website (“Legal Action”) resides in the state and federal courts located in Dane County in the State of Wisconsin. You further agree and expressly consent to the exercise of personal jurisdiction in the state and federal courts located in Dane County in the State of Wisconsin in connection with any such dispute.
If a court of competent jurisdiction holds any term, covenant or restriction of this Agreement to be illegal, invalid or unenforceable, the remaining terms, covenants and restrictions will remain in full force and effect and will in no way be affected, impaired or invalidated.
The headings titles in this Agreement are provided solely for convenience and have no legal or contractual significance.
No waiver of any provision of this Agreement will be effective unless it is in a signed writing, and no waiver will constitute a waiver of any other provision(s) or of the same provision on another occasion.
Exact Sciences will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond its reasonable control, including, without limitation, Internet outages, communications outages, fire, flood, or war.
Exact Sciences retains the right to assign its rights, privileges, responsibilities, and obligations, as identified in this Agreement or in other documents, to a third party, in whole or in part, for administration, technical support, marketing, or any other purpose at any time.
