Terms and Conditions
ProNect™ Data Platform Terms of Use
Last Updated: December 1, 2023
By accessing or using this Software Application at pronect.promega.com, you, personally and on behalf of the legal entity of which you are a representative (if your use of this Software Application is on behalf of an organization), agent or employee when acting in such capacity, agree to be bound by these terms and you represent and warrant that you are duly authorized to be so bound. When agreeing to these terms on behalf of your organization you agree that you have the authority to enter into this agreement on its behalf (in this context, “you” and “your” refers equally to that organization).
These terms of use are subject to change without notice. You are therefore advised to read these terms of use regularly. Your continued access and use of this website after changes to the terms are posted constitutes your acceptance of such terms as amended. If you do not agree with these terms of use, do not access, visit nor make any use of this Software Application or the information or materials included therein.
You acknowledge and agree that all data provided or generated through the use of the Software Application will be stored and processed in the United States. Promega will take reasonable measures to ensure the security and confidentiality of your data in accordance with the terms outlined in this agreement and applicable data protection laws. By using the Software Application, you explicitly consent to the storage of Your data in the United States.
Certain sections or pages of the Software Application may contain separate and/or additional terms and conditions, like our terms and conditions of Service Agreements or General Terms and Conditions of Sale. Those separate terms and conditions are in addition to these Terms of Use, which govern your access and use of this Software Application, any materials or information provided by you to Promega and by Promega to you on or from this Software Application ("Materials") and any e-mail correspondence between us. In the event of a conflict, the separate and/or additional terms and conditions will prevail over these Terms of Use for those sections or pages.
Unless otherwise expressly provided, Materials offered in this Software Application do not constitute an offer or solicitation to conduct business in any jurisdiction. Persons accessing, visiting or using this
Software Application must satisfy themselves that the laws of their country allow them to access the information or must refrain from accessing, visiting and/or using the Software Application accordingly.
Although Promega may from time to time monitor and/or review transmissions, files that may be available on the Software Application, Promega is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy in any information contained within, or infringement by, such locations inside the Software Application.
You are prohibited from posting in or transmitting through the Software Application any unlawful, indecent, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane materials, or materials liable to incite racial hatred or in breach of confidence, in breach of privacy or for which you have not obtained all necessary licenses and/or approvals, or any material that could constitute or encourage conduct that would or may be considered a criminal offence, give rise to civil liability, or otherwise violate any law or regulation of, or infringe the rights of any third party under your respective laws. Promega will cooperate with law enforcement authorities or court order, when it is legally required to do so, requesting, or directing Promega to disclose the identity of anyone posting or transmitting any such information or materials.
If you are of the opinion that any unlawful materials are posted or transmitted through our Software Application or in general available at our Software Application, please contact Promega at the contact information shown at: www.promega.com/support/contact-promega/
Data
“Data” includes all information, files, or data uploaded to, provided to, stored on, created within, or created as a result of use of the Software Application. You agree that Promega may use the Data in connection with the Software Application, including without limitation, providing services through the Software Application, as well as in the ways described in the Privacy Policy.
If you remove or delete Data it may not be recoverable and Promega does not provide any recovery service for Data. Data may also be retained as provided in the Privacy Policy or by any applications (described below) that you have made Data available to.
You agree that you will not, in connection with or through the Software Application, provide any personally identifying information or personal information or personal data as defined by applicable law (e.g., HIPAA, EU Data Protection Directive (officially known as Directive 96/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data), Personal Data Protection Act 2012 (No. 26 of 2012)). For example, you will not provide the name, date of birth, address, social security, government issued identification number, or any other information that could directly or indirectly identify the individual from whom any information was derived.
Promega acknowledges that it acquires no right, title or interest in and to any intellectual property in or to any of the Data developed by, or on behalf of, Customer using the Software Application. You may provide Promega with certain data and other information in connection with the performance of these terms and conditions, including uploading data in connection with use of the Software Application (the “Customer Data”). You grant Promega a nonexclusive, worldwide, royalty-free license to use the Customer Data for purposes of performing its obligations under these terms and conditions. You will be responsible for obtaining all rights, permissions, and authorizations, to provide the Customer Data to Promega for use as contemplated under these terms and conditions, and Promega’s privacy policy located at: www.promega.com/legal/privacy-policy/
You acknowledge that the Data may be transmitted and processed outside of your state or country, unless expressly stated otherwise in writing by Promega, and that Promega may use services of third parties in connection with the Software Application.
Applications Available Through the Software Application
The Software Application may include access to services and applications offered by Promega or third parties (“App(s)”) (e.g., a data analysis application). It is your choice to use an App and Promega shall not be responsible for any third party Apps. The Apps may require that Data be transmitted, processed, or stored outside of The Software Application. In the event Promega is aware an App will no longer be available through the Software Application, Promega shall use commercially reasonable efforts to provide 30 days’ notice of such non-availability, which notice may be provided by means of posting inside the Software Application user interface.
Linked Web Sites or Software Applications
This Software Application may contain links to Web sites published by third parties. Links to this Software Application may also be included on third party web sites. Promega has not reviewed all of the web sites linked to or from the Software Application and is neither responsible nor liable for the contents of any off-Software Application pages or any other non-Promega web sites linked to or from the Software Application. Your linking to or from any other off-Software Application pages or other web sites is at your own risk.
Promega may, at its sole discretion, provide updates or upgrades to the Software Application. In that case, you will have the same rights and obligations under such updates or upgrades as You have for the versions of the Software Application initially provided to You hereunder. You recognize that Promega is not obligated to provide any upgrades or updates to, or support for, the Software Application.
No Warranties and Limitation of Liability
Not all products and services are available in all geographical areas. Your eligibility to receive any product or service may be subject to approval by Promega or its relevant subsidiary or affiliate.
While Promega makes reasonable efforts to provide accurate and timely Materials contained in this Software Application Promega makes no warranties or representations as to the accuracy, adequacy, completeness, timeliness or fitness for any specific purpose of the Materials included or referred to in this Software Application or the reliability of its sources. There may or may not be technical inaccuracies or typographical errors contained in this Software Application, and Promega will correct such items at its sole discretion as they are discovered. Promega shall have no liability and assume no responsibility or liability, on whatever basis, for any errors or omissions in the content of this Software Application.
Your use and access of the Software Application is at your own risk. Promega and any other party, or their directors, employees or agents, involved in creating, producing, or delivering the Software Application will NOT be liable, on whatever basis, for any direct, indirect, incidental, consequential, punitive or special loss or damages, arising out of your access to, visit of or use of the Software Application, even if Promega was advised of the possibility of such damages, and whether arising in tort (including negligence), contract or otherwise. There is no warranty that your access to or use of this Software Application will be uninterrupted or error free, or that any particular results may be obtained by use of this Software Application.
All claims arising under this Contract shall be valid and enforceable one (1) year from the date any such claim accrues. IN NO EVENT SHALL PROMEGA BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES AND PROFITS, EVEN IF PROMEGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY, IF ANY, OF PROMEGA FOR ALL DIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM PROMEGA'S BREACH OF THIS CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR TORT WITH RESPECT TO THESE TERMS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE AMOUNT PAID FOR THE SERVICES. THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IS CUSTOMER'S EXCLUSIVE, ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER CONTRACTUAL REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Promega assumes no responsibility and shall not be liable for any loss or damages caused by any viruses that may infect your computer equipment or other property on account of your access to or use of the Software Application or your downloading of any Materials, images, content, data, video or audio files, from the Software Application or any web sites or software application linked to or from this Software Application.
Promega is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, tornado, earthquake, hurricane, lightning, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labor shortages or disputes, failure or delay in delivery by Promega’s suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment. In the event of any such delay the delivery shall be deferred for a period equal to the time lost by reason of the delay.
Intellectual Property Rights
You acknowledge that except as may be allowed herein, You acquire no right, title or interest in or to the Intellectual Property in the Materials; and all proprietary and Intellectual Property rights, title and interest including copyright in and to the original and all copies of the Materials shall be and remain that of Promega or a third-party. “Intellectual Property” as used herein means any and all of the following proprietary rights of Promega: all rights in patent, copyrights (including rights in computer software), trade secrets, know-how, trademarks, service marks and trade dress rights and other industrial or intellectual property rights under the laws of any jurisdiction, whether registered or not, and including without limitation all applications or rights to apply therefor and registrations thereto, and those that may provide a right in works, hardware, software, source code, object code, formulae, algorithms, techniques, or methodologies.
Promega does not warrant or represent that Your use of content or Materials contained in or displayed in this Software Application will not infringe intellectual property or other rights of third parties.
Feedback; Aggregated Data. You may voluntarily provide Promega with suggestions, comments or other feedback (collectively, “Feedback”) with respect to the Software Application. Promega may use Feedback for any purpose without obligation of any kind. To the extent a license is required under any customer intellectual property rights to make use of the Feedback, you grant Promega an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with Promega’s business, products, and services, including the development and enhancement of the products and services. Additionally, You grant Promega a non-exclusive, perpetual, irrevocable, fully-paid up, royalty free license to use data derived from use of the Software Application (the “Aggregated Data”) for purposes of improving the products and services of Promega; provided the Aggregated Data is combined with similar data from other customers and not identifiable to You or any individual.
Export Control
The Software Application, any related technology, or information provided to You may be subject to restrictions and controls imposed by the United States Export Administration Act and the regulations thereunder (or the export regulations and laws of another country). Notwithstanding anything to the contrary in these terms and conditions, You agree not to use the Software Application in, or export or re-export the Software Application, any related technology, or information provided to You into, any country or to any person or entity, or in any manner, in violation of such controls or any other laws, rules or regulations of any country, state or jurisdiction.
Unauthorized Access or Modification
Access to and use of password protected and/or secure information areas of the Software Application is restricted to authorized users only. Unauthorized individuals attempting to access this information, or these areas of the Software Application may be subject to prosecution in addition to any other remedy available to Promega, including the suspension or termination of access to this Software Application. You, personally, may not, nor shall you assist others to, add, alter, substitute, amend or frame in whole or in part any information displayed by Promega in the Software Application or any functions performed by the Software Application.
Research Use Only
The Software Application is labeled For Research Use Only or similar labeling statement and the performance characteristics of the Software Application have not been established and the Software Application is not for use in diagnostic procedures. You acknowledge and agree that the Software Application has not been approved, cleared, or licensed by the United States Food and Drug Administration or any other regulatory entity whether foreign or domestic for any specific intended use, whether research, commercial, diagnostic, or otherwise, and You will ensure You have any regulatory approvals that are necessary for Your intended uses of the Software. You will comply with all applicable laws and regulations when using and maintaining the Software.
Not for Patient Care or Consumer User
You acknowledge and agree that The Software Application is not intended by Promega to be used for patient care purposes, including without limitation, use in diagnosing or treating patients. You assume the sole risk and liability for using The Software Application, including without limitation, any services, Apps, or Software provided in connection with The Software Application for any purpose other than the conduct of research. You acknowledge and agree that The Software Application is not intended by Promega for use by consumers (i.e., personal household use) or persons under 18 years of age or the applicable age of majority if older. You represent and warrant that you are not a consumer.
Termination and Indemnification
You agree that Promega may terminate Your access to and use of the Software Application at any time, without prior notice, if it considers You to have violated any of these Terms or any applicable law or regulation. You agree to indemnify, defend and hold harmless Promega, its officers, directors, employees, agents, contractors, licensors, suppliers and any third-party information providers to the Software Application from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation by You of these Terms or Promega’s termination of Your access to or use of this Software Application. Termination will not affect either party's rights or obligations, which accrued before the termination.
In the event any of the Terms would be held to be unenforceable, the remaining Terms shall remain in full force and effect and the unenforceable Provision shall be replaced by such enforceable Provision as comes closest to the intention underlying the unenforceable Provision.
Promega’s failure to insist upon or enforce strict performance of any Provision herein 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 herein. Promega may assign its rights and duties under these Terms of Use to any party at any time without notice to You.
Governing Law and Jurisdiction
These Terms of Use shall be governed by and construed in accordance with the laws of the State of Wisconsin, United States of America. Any legal action concerning these Terms of Use or this Software Application must be brought within one (1) year after the claim or cause of action arises and must be brought in the Western District of the State of Wisconsin, without prejudice to Promega’s or the Software Application user's right to bring suit before a court of competent jurisdiction.
Contact
Any questions regarding legal rights, duties, obligations, or restrictions associated with the software hereunder should be directed to contact information at: www.promega.com/support/contact-promega/
Third Party Content; Third Party Programs
a. “Third Party Content” means any content within the Service that is either provided by third parties or made available on third party websites and linked to or otherwise used in connection with the Software Application. You acknowledge that all of the intellectual property rights in the Third Party Content is owned by the third party who created and/or provided such Third Party Content. You are not authorized under this Agreement to use that Third Party Content except as expressly permitted. Any rights You have in the Third Party Content of others must be agreed upon by You and the owner of such Third Party Content.
b. You represent and warrant that, except for Third Party Content that is in the public domain, You will not (i) use, reproduce, make, have made, sell, offer for sale, import, modify, publish, transmit, distribute, publicly perform or display, sell, disclose to any third party, or create derivative works based on the Third Party Content, or (ii) decompile or reverse engineer any Third Party Content, without the prior written consent of the owner of such Third Party Content and without correct and complete attribution to the owner and/or author of such Third Party Content or to any other sources of such Third Party Content as may be appropriate.
c. You acknowledge and agree that, although Promega may periodically screen, modify, refuse, or remove certain Third Party Content, (i) Promega is not responsible for any such Third Party Content, (ii) Promega makes no guarantees about the accuracy, currency, suitability, or quality of the information in such Third Party Content, and (iii) Promega assumes no responsibility for any unintended, objectionable, inaccurate, misleading, or unlawful Third Party Content made available by other users and third parties.
d. Providers of Third Party Content made available through or in connection with the Service may require Your agreement to additional or different license or other terms prior to Your use of or access to such Third Party Content. The scope of any rights that You may have with respect to Third Party Content that You access through the Service, as well as the scope of any rights that You grant to any third party with respect to Submissions by You, must be defined and governed by an agreement between You and such third party and not between Promega and You, or Promega and such third party. You agree that Promega will not be responsible for any loss or damage incurred as the result of Your dealings with any Third Party Content owner.
e. Third Party Programs. The Software Application may contain third party software for which Promega is required to provide attribution (“Third Party Programs”). Some of the Third Party Programs are available under open source or free software licenses. This Agreement does not alter any rights or obligations you may have under those open source or free software licenses.