ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THIS WEB SITE. USING THIS WEB SITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS ("TERMS"), DO NOT USE THIS WEB SITE.
Use of Site. One Lambda authorizes you to view, print and download the materials at this Web site ("Site") only for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials downloaded or printed from the Site. You may not modify the materials at this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose. For purposes of these Terms, any use of these materials on any other Web site or networked computer environment for any purpose is prohibited. The materials at this Site are copyrighted and any unauthorized use of any materials at this Site may violate copyright, trademark, and other laws. You agree that you will not disclose, republish, reproduce, or distribute any of the information displayed on or comprising this Site (the "Content") or make any use of the Content that would allow a third party to have access to the Content. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials.
Modification of Terms. One Lambda may modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. You agree to review these Terms periodically to be aware of such modifications and your continued access or use of the Site shall be deemed your conclusive acceptance of the modified Terms.
Use of Knowledgebase. If you desire to use the product Knowledgebase on this Site, you must complete the User Registration Form with current, accurate and complete information and then keep all registration current, accurate and complete. One Lambda will review registration forms and notify the submitter if the registration is accepted or rejected, in One Lambda's sole discretion and for any reason. Once accepted, you will be allowed to search product articles subject to these Terms. You will be solely responsible for maintaining the confidentiality of your Login Name and Passwords and will immediately notify One Lambda of any breach in security. One Lambda and affiliate firms have devoted the utmost care to collecting and updating the information on the Knowledgebase module. However, should you become aware of errors held in the Materials, please contact our customer service department by e-mail at email@example.com.
Forbidden use. By using the Knowlegebase, the User agrees to not use the Content and Materials in any way that is prohibited or that can damage One Lambda or its partners.
It is strictly prohibited:
Use of Software. If you download and install any software from this Site ("Software"), use of the Software is subject to the terms of the One Lambda, Inc. Software License Agreement.
Proprietary Materials. Trademarks, logos, images, illustrations, video clips, files text and graphics used or displayed at this Site are copyrights, trademarks, and or intellectual property owned, controlled, registered or licensed by One Lambda or its affiliates or third party owners. Nothing contained on this Site is to be construed as granting, by implication, estoppel, or otherwise, any license or right of use of any such trademark without the prior written permission of One Lambda or such third party owner.
User Submissions. Other than personally identifiable information, which is covered under the One Lambda Privacy Statement, any material, information or other communication you transmit or post to this Site ("Communication") is, and will be treated as, non-confidential and non-proprietary, and may be used by One Lambda and its affiliates for any purpose without compensation to you.
Discussion Forums. One Lambda may, but is not obligated to, monitor or review any areas on the Site where users transmit or post Communications or communicate solely with each other, including but not limited to discussion forums, bulletin boards or other user forums, and the content of any such Communications. One Lambda, however, will have no liability related to the content of any such Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. One Lambda retains the right to remove messages that include any material deemed abusive, defamatory, obscene or otherwise unacceptable.
Links To Other Web Sites. Links to third party Web sites on this Site are provided solely as a convenience to you. If you use these links, you will leave this Site. One Lambda has not reviewed all of these third party sites and does not control and is not responsible for any of these sites or their content. Thus, One Lambda does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.
You also understand that One Lambda cannot and does not guarantee or warrant that files available for downloading through the Site are or will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.
Disclaimer. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. THE MATERIALS PROVIDED AT THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Site. One Lambda further does not warrant the accuracy, currency, and completeness of the materials at this Site. One Lambda may make changes to the materials at this Site, or to the products and prices described in them, at any time without notice. The materials at this Site may be out of date, and One Lambda makes no commitment to update the materials at this Site. INFORMATION PUBLISHED AT THIS SITE MAY REFER TO PRODUCTS, PROGRAMS OR SERVICES THAT ARE NOT AVAILABLE IN YOUR COUNTRY. SUCH REFERENCES DO NOT IMPLY THAT One Lambda INTENDS TO MAKE THEM AVAILABLE IN YOUR COUNTRY. Consult your local One Lambda business contact for information regarding the products, programs and services that may be available to you. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. All orders are subject to acceptance by One Lambda. One Lambda' obligations and responsibilities regarding its products are governed solely by the agreements under which they are sold and licensed.
Limitation of Liability. IN NO EVENT WILL One Lambda, ITS SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OR RELIANCE ON THIS SITE, ANY WEB SITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, OR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES AT THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS OR INFORMATION FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Indemnification. You agree to indemnify, defend and hold harmless One Lambda, its officers, directors, employees, agents, affiliates, licensors, suppliers and any third party information providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms by you.
Miscellaneous. These Terms shall all be governed and construed in accordance with the laws of the State of California applicable to agreements made and to be performed in the Commonwealth of Massachusetts. You agree that any legal action or proceeding between One Lambda and you for any purpose concerning these Terms or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the State of California. Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. One Lambda's failure to insist upon, or enforce strict performance of, any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms. One Lambda may assign its rights and duties under these Terms to any party at any time without notice to you.
Copyright. One Lambda products and services—including images, text, and software downloads (the "content")—are owned either by One Lambda, Inc. or by third parties who have granted One Lambda permission to use the content. One Lambda cannot grant you permission for content that is owned by third parties. You may only copy, modify, publish, display, or license the content if you are granted explicit permission within the End-User License Agreement (EULA) or License Terms that accompany the content by the third party. For more information, regarding the use of images on this site or our collateral material, contact firstname.lastname@example.org.
TERMS AND CONDITIONS OF SALE: Unless otherwise expressly agreed in writing, all sales are subject to the following terms and conditions:
TERMS AND CONDITIONS OF PURCHASE: Unless otherwise expressly agreed in writing, all purchases are subject to the following terms and conditions:
We may modify these Terms from time to time. You understand and agree that these Terms govern your access to or use of the Services effective as of your access to or use of the Services. If we make changes to these Terms, we will notify you, but you should revisit these terms on a regular basis as revised versions will be binding on you. Any such revisions will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Services after the effective date of revisions to the Terms indicates your acceptance of the revisions.
DATA AND PRIVACY
GRANT OF RIGHTS; ACCOUNTS
RESTRICTIONS ON YOUR USE OF THE SERVICES AND ASSOCIATED MATERIALS
You shall not use or allow the use of the Services or Associated Materials:
You shall not:
If a component of the Services requires you to use such component, and data generated by such component, for the sole purpose of review and analysis of data generated by OLI instruments, you agree to do so. The components subject to this requirement will be clearly identified on the platform.
We may review your use of the Services for the purposes of determining whether you have complied with these Terms. Any such review shall be conducted during regular business hours at your facilities or through a remote monitoring/connectivity application and shall not unreasonably interfere with your business activities.
We may take preventative or corrective actions relating to your use of the Services to protect OLI, our affiliates, licensors, partners, suppliers and users.
THIRD PARTY APPLICATIONS
The Services may, from time to time, make Thermo Fisher or third-party software applications available to you through use of the Services (“App(s)”). If you elect to download an App, then you may need to agree to separate terms and conditions governing your use of the App. Apps are provided solely as a convenience to you. Third-party Apps are not under our control, and we are not responsible for and do not endorse the content or functions of third party Apps, and you must exercise independent judgment regarding your interaction with all Apps. You should review all terms and policies governing Apps, including privacy and data gathering practices, and should make whatever investigation you feel necessary or appropriate before downloading or using any Apps.
OWNERSHIP; INTELLECTUAL PROPERTY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, ASSOCIATED MATERIALS AND ANY SUPPORT AND INFORMATION PROVIDED BY US IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE BASIS” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND.
TO THE FULLEST EXTENT PERMITTED BY LAW, OLI, ITS AFFILIATES, SERVICE PROVIDERS, AGENTS, PARTNERS AND LICENSORS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‐INFRINGEMENT OR NON‐MISAPPROPRIATION OF INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. NO WARRANTY IS MADE THAT THE SERVICES WILL BE OPERABLE OR ACCESSIBLE, OPERATE IN AN ERROR FREE, BUG FREE, UNINTERRUPTED OR SECURE MANNER, IN COMBINATION WITH THIRD PARTY HARDWARE OR SOFTWARE PRODUCTS, OR THAT OUR SECURITY PROCEDURES AND MECHANISMS WILL PREVENT LOSS OR ALTERATION OF OR IMPROPER ACCESS TO YOUR INFORMATION OR DATA.
YOU ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER THE SPECIFIC CONDITIONS UNDER WHICH YOU USE THE SERVICES. OLI CANNOT AND DOES NOT WARRANT THE PERFORMANCE OF THE SERVICES OR RESULTS THAT MAY BE OBTAINED BY THE USE OF THE SERVICES. THE SERVICES AND ANY SUPPORT OFFERED BY US DOES NOT REPLACE YOUR OBLIGATION TO EXERCISE YOUR INDEPENDENT JUDGMENT IN USING THE SERVICES.
Certain states and/or jurisdictions do not allow certain warranty disclaimers, in which case certain disclaimers in this Section 8 may not apply to you.
LIMITATIONS OF LIABILITY
If a third party makes a claim against Thermo Fisher or its directors, officers, shareholders, proprietors, partners, employees, agents, representatives, servants, attorneys, predecessors, successors or assigns, or those of its affiliates (“Thermo Fisher Parties”) related to your use of the Service, your contravention of these Terms, your use of Other User Data, or your provision to us of any Uploaded Data or User Data, then you will indemnify and hold Thermo Fisher Parties harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and other costs of defending and/or settling any proceeding) that such Thermo Fisher Parties may suffer or incur as a result of the claim. You will defend such claim, at your expense, if instructed by us.
U.S. GOVERNMENT END USERS
The Services and Associated Materials are copyright protected Commercial Computer Software and Computer Software Documentation as those terms are defined in 48 C.F.R. 2.101. The Government shall obtain only those rights to the Services and Associated Materials as are authorized by 48 C.F.R. 12.212 or 48 C.F.R. 227.7202‐3, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Services and Associated Materials by the U.S. Government shall be governed solely by these Terms.
You agree to adhere to all applicable export control laws and regulations with respect to your use of the Service, and you will not export or re‐export or permit access to the Services or Associated Materials, in whole or in part, directly or indirectly, to any country to which such export or re‐export is restricted by any laws or regulations of the U.S. or the country in which you obtained the Services or Associated Materials, or unless properly authorized by the U.S. Government or other applicable regulatory authority as provided by law or regulation. You represent that you are not named on any U.S. or other applicable government denied‐party list.
European Union End Users. If the Services are used within a Member State of the European Union, nothing in this Agreement shall be construed as restricting any rights available under Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs.
DATA AND PRIVACY
APPENDIX A - DATA PROCESSING TERMS
You are prohibited from uploading Personal Data to Research-Use Only Apps. For the avoidance of doubt, you may upload genetic data and data relating to an individual’s blood and tissue samples to Research-Use Only Apps provided that you comply with these Terms and do not also upload any identifiers that could be used to identify the individual to whom such data relates, including, but not limited to, name, address, contact information, social security number, government ID number, medical record number, full-face photograph or a similar image, any elements of dates (except year) for dates that are directly related to the individual, the age of any individual over 89, or any other unique identifying characteristic or code, unless: (i) the characteristic or code is not derived in any way from an identifier of the individual; (ii) you do not disclose such characteristic or code to any other party, including OLI; and (iii) you do not use the characteristic or code for any purpose other than to re-identify the individual.
These Data Processing Terms constitute a binding agreement between you and us only if and to the extent that: (i) you upload any Personal Data to the Services; and (ii) the GDPR requires that you and we enter into certain data processing terms that comply with Article 28 of the GDPR.
WHEREAS, OLI provides Services to you and/or your affiliates and may receive custody or store, process or gain access to personal data related to your individual contacts or those of its affiliates, as further described in Appendix 1 hereto.
WHEREAS, you are required to conclude certain data processing terms with us to satisfy the requirements of the GDPR.
NOW THEREFORE, in consideration of the foregoing and other valuable consideration, receipt and adequacy of which is hereby acknowledged,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Clause 1: Definitions. For the purposes of the Clauses:
Clause 2: Details of the transfer. The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Clause 3: Third-party beneficiary clause.
Clause 4: Obligations of the data exporter
The data exporter agrees and warrants:
Clause 5: Obligations of the data importer. The data importer agrees and warrants:
Clause 6: Liability.
Clause 7: Mediation and jurisdiction.
Clause 8: Cooperation with supervisory authorities.
Clause 9: Governing Law. The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10: Variation of the contract. The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11: Subprocessing.
Clause 12: Obligation after the termination of personal data processing services.
APPENDIX 1 - DETAILS OF PROCESSING
This Appendix forms part of the Clauses and must be completed and signed by the parties
Data exporter. The data exporter is your and/or your customers or affiliates.
Data importer. The data importer is us.
Data subjects. The personal data transferred concern data subjects residing in the European Economic Area and Switzerland.
Categories of data. The personal data transferred concern the following categories of data (please specify):
See technical specifications of the Services.
Special categories of data (if appropriate).
See technical specifications of the Services.
Processing operations. The personal data transferred will be subject to the following basic processing activities (please specify):
APPENDIX 2 - TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES
This Appendix forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
This Appendix 2 describes the technical and organizational security measures that we shall, as a minimum, maintain to protect the security of the personal data processed in connection with the Services and to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems.
Access Control to Processing Areas. We shall implement suitable measures in order to prevent unauthorized individuals from gaining access to the data processing equipment used for the data processing. Where appropriate, these measures include:
Access Control to Data Processing Systems. We shall implement adequate measures to prevent our data processing systems from being used by unauthorized persons. Where appropriate, these measures include:
Access Control to Use Specific Areas of Data Processing Systems. We shall ensure that the individuals entitled to use our data processing system are only able to access the personal data within the scope and extent covered by their respective authorization and that the personal data cannot be read, copied or modified or removed without authorization. Where appropriate, these measures include:
Transmission Control. We shall implement adequate measures to prevent the personal data from being read, copied, altered or deleted by unauthorized parties during the transmission thereof or during the transport of the data media. Where appropriate, these measures include:
Input Control. We shall implement adequate measures to ensure that it is possible to check and establish whether and by whom the personal data have been put into the data processing systems or removed from such systems. Where appropriate, these measures include:
Availability Control. We shall implement adequate measures to ensure that the personal data is protected from accidental destruction or loss, including measures to restore the availability and access to the personal data in a timely manner in the event of a physical or technical incident. Where appropriate, these measures include:
Separation of Data. We shall implement adequate measures to ensure that personal data collected for different purposes can be processed separately. Where appropriate, these measures include:
APPENDIX 3 - GDPR TERMS
This Appendix 3 applies to us solely to the extent that the GDPR applies to the processing of any personal data that you transfer to us under the Clauses.
For the purposes of this Appendix 3, “controller” means the relevant controller of the personal data.
Further to Article 28 of the GDPR, OLI agrees that it:
The Maintenance and Support terms set forth herein apply only to One Lambda, Inc.’s (“LICENSOR”) core, standard, out-of-the-box products licensed to you (“LICENSEE”) and do not apply to any customizations to such products or to any specialty, third-party, or customized products. The terms and conditions contained herein may be updated by LICENSOR at any time for any reason.
For the purpose of this document, “Errors, Defects, and Omissions” means and include deviations within the Licensed Software which prevent its successful operation in accordance with its specifications set forth in the Licensed Material. The Maintenance provisions of this Agreement shall specify, among other things, LICENSOR’s obligations with respect to the following types of Errors, Defects, and Omissions: