Precision Medicine Network, Inc.™

TERMS OF USE

Last Updated: March 20, 2015


Terms of Use and Acceptance of Terms

Precision Medicine Network, Inc.™ (hereinafter “Precision Medicine™”) has adopted the following Precision Medicine™ Terms of Use (the “Terms of Use”) governing our policies related to your use of our Platform (as defined below). Throughout these Terms of Use, the words “we,” “us,” and “our” refer to Precision Medicine™ and its affiliates. By accessing or using the Precision Medicine™ Web site at: http://www.precisionready.com (the “Site”) or any of our mobile applications (collectively with the Site, the “Platform”) on any computer, mobile phone, tablet, console or other device (each a “Device”), purchasing any products or services through our Platform or creating an account or otherwise registering with our Platform, you signify that you have read, understand and agree to be bound by these Terms of Use. Precision Medicine™ may modify these Terms of Use at any time. Your continued use of our Platform, and/or your purchase of products or services from our Platform, constitutes your acceptance to these Terms of Use and any updates. If you do not agree to these Terms of Use, please do not use our Platform.

THE FOLLOWING TERMS OF USE APPLY TO YOUR USE OF THE PLATFORM. YOUR USE OF THE PLATFORM IS ALSO SUBJECT TO THE TERMS OF THE END USER LICENSE AGREEMENT ENTERED INTO BETWEEN YOU AND PRECISION MEDICINE™ (“EULA”). In addition, if you were supplied with a license key to create login credentials to access and use the Platform by your employer or the organization, university or other academic institution with whom you are affiliated with or enrolled with (such employer or other organization is referred to herein as your “Host”) or your Host otherwise provided you with login credentials to access and use the Platform (in either case, a “Hosted User”), your use of the Platform is subject to the EULA entered into between us and your Host and may also be subject to such other terms and conditions set forth in a purchase order or other customized agreement between us and your Host. As a Hosted User, you agree to be bound by such additional terms and conditions that are provided to you by your Host in connection with granting you access to the Platform (“Hosted User EULA Terms”). BY ACCESSING OUR PLATFORM, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS OF USE, THE TERMS OF ANY EULA YOU HAVE ENTERED INTO WITH US AND, IF YOU ARE A HOSTED USER, ALL HOSTED USER EULA TERMS THAT ARE PROVIDED TO YOU FROM TIME TO TIME BY YOUR HOST.

Products, Services and Downloadable Software

Through the Platform, Precision Medicine™ offers Web based and non-Web based products and services, including mobile applications and software that is made available to download from the Platform (“Software”). The Software is the copyrighted work of Precision Medicine™ or its vendors, suppliers or publishers. The Software will enable you to access the Platform on your Device. The Platform contains (i) Precision Medicine™’s proprietary, patent-pending Crosswalk Insight™ platform that is designed to provide an educational method of accessing targeted medical information for the targeted treatment of various diseases and (ii) Precision Medicine™’s proprietary, patent-pending Crosswalk DS™ platform that is designed to provide a method of accessing targeted medical information for the targeted treatment of various diseases in a commercial context. The Platform will provide you with access to a wide array of resources that are designed to provide a fully integrated interactive oncological platform that harmonizes traditional pathology and laboratory medicine with molecular systems biology and clinical pharmacology.

The unique login credentials assigned to you will allow you to access the portion of the Platform that you or your Host has licensed from Precision Medicine. You may not have access to the entire Platform. The scope of your access to the Platform and the scope of your use of the Platform is governed by the terms of the EULA that you entered into with us or, if you are a Hosted User, the Hosted User EULA Terms that were provided to you. You agree that by accessing or using the Platform on your Device, purchasing any products or services through our Platform or creating an account or otherwise registering with our Platform, you have read, understand and agree to be bound by these Terms of Use, the EULA that you entered into with us and, if you are a Hosted User, the Hosted User EULA Terms that are provided to you from time to time by your Host (collectively, the “Applicable Terms”).

You acknowledge and agree that if you or, if you are a Hosted User, your Host violates the Applicable Terms, your continued access to, and use of, the Platform may be terminated. In addition, if you are a Hosted User and you cease to qualify as a Hosted User or your Host’s EULA with us expires or is not renewed, your login credentials will become inactive and your access to the Platform will likewise be terminated or will otherwise expire or not renew.

The use of the Platform is protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you have not been issued a license key by Precision Medicine™ to access the Platform or you are not otherwise an authorized Hosted User, you are not permitted to access or use the Platform for any purpose whatsoever. If you nevertheless access and use the Platform without authorization, your access and use will be governed by these Terms of Use and you will be liable to Precision Medicine™ for any breach of these Terms of Use as well as for unauthorized access and payment for use at then applicable rates.

Precision Medicine™ may from time to time offer products or services subject to additional or different terms and conditions from these Terms of Use. If there is a conflict between these Terms of Use and the terms posted for, distributed with, or applicable to any service or product offered on or through the Platform, the latter terms shall control with respect to your use of that specific product or service.

Intellectual Property Rights

The marks “Precision Medicine”, “Crosswalk”, “Crosswalk Insight”, “Crosswalk DS” and the designs related to the foregoing are trademarks and service marks of Precision Medicine™. All rights reserved.

All text, graphics, user interfaces, visual interfaces, photographs, diagrams, trademarks, logos, sounds, artwork and computer code, and the design, structure, selection, coordination, expression, “look and feel” and arrangement of each component of the Platform (collectively, “Content”) is owned, controlled or licensed by or to Precision Medicine™, and is protected by, copyright, patent and trademark, trade name and trade dress laws, and various other intellectual property rights (collectively, “Intellectual Property Rights”) and unfair competition laws. All Content is the proprietary property of Precision Medicine™ or its licensors. All rights reserved.

No part of the Platform may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, reverse engineered or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Precision Medicine™’s express prior written consent. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Platform or the Content.

Nothing in the Applicable Terms shall be interpreted as granting any license of Intellectual Property Rights to you except as expressly set forth in the EULA that you entered into with us.

Account, Passwords and Security

If any of the Precision Medicine™ products or services available through any Platform requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. This Platform is intended solely for users who are thirteen (13) years of age or older. If you are thirteen (13) years of age of younger, you are not permitted to register with the Platform. You represent and warrant that you are 13 or older. Your account may be deleted without warning if you misrepresent your age.

You are entirely responsible for maintaining the confidentiality of any password created in connection with the use of the Precision Medicine™ products or services available through the Platform and your account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Precision Medicine™ immediately of any unauthorized use of your account or any other breach of security. Precision Medicine™ will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Precision Medicine™ or another party due to someone else using your account or password. You may not use any other person’s account at any time.

Stored Data

The Platform may contain a feature that will allow you to upload and store data in a folder that is associated solely with your login credentials (a “Folder”). The Folder is designed to allow you to store data that you own or otherwise have the right to upload to a Folder. Precision Medicine™ may access or disclose the content of a Folder to the extent necessary to facilitate features and functions of the Platform and to comply with contractual and legal obligations including, but not limited to, an administrative or judicial proceeding. You are solely responsible for the content of your Folder. You represent and warrant that you have the right and authority to upload any and all content to a Folder that is not provided by Precision Medicine™. You are strictly prohibited from uploading content to the Folder that includes personally identifiable health information or that is unlawful or that is considered protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH). You are solely responsible for securing or saving the content of your Folder before the expiration or termination of your access to the Platform, if desired. Precision Medicine™ has no obligation to provide the content of a Folder to you after the termination of your access to the Platform. Precision Medicine™ makes no guarantee that you will have continued access to materials that you upload to a Folder or that such materials will not be lost or corrupted.

Mobile Services

The Platform contains services and features that are available to certain mobile devices. Your carrier’s normal rates and fees apply. Not all mobile services will work with all carriers or devices. By using Precision Medicine™ mobile services, you agree that we may communicate with you by electronic means to your mobile device and that certain information about your use of these services may be shared with us. If you change or deactivate your mobile phone number, you must promptly update your account information to ensure that we don’t send your messages to a different person.

Links

The Platform may contain links to Web sites, applications or other products or services operated by other companies (“Third Party Platforms”). Precision Medicine does not endorse, monitor or have any control over these Third Party Platforms, which have separate terms of use and privacy policies. Precision Medicine is not responsible for the content or policies of Third Party Platforms and you access such Third Party Platforms at your own risk.

Use

You may use the Content and the Platform strictly for the uses specified in the EULA that you entered into with us or, if you are a Hosted User, strictly for the uses specified in the Hosted User EULA Terms provided to you by your Host. If your use of our Platform is limited to academic purposes, then you may not use the Platform for any commercial purpose whatsoever. If your use of our Platform is limited to evaluation purposes, then you may only access our Platform to evaluate its utility and functionality and you may not use it for any other purpose whatsoever. If you are authorized to use the Platform for academic, educational or commercial purposes (excluding only evaluation purposes), you may use Content available on the Platform or that has otherwise been provided in connection with your purchase of products or services of Precision Medicine™ and purposely made available by Precision Medicine™ for downloading from the Site, provided that, unless you have Precision Medicine™’s prior written consent, you (1) shall not remove or alter any proprietary notice, (2) shall use such information only for the purposes for which you are authorized, (3) shall not copy or post such information on any networked computer or broadcast it in any media, and (4) shall make no modifications thereto. You agree not to use any data mining, robots, scraping or similar data gathering methods.

No Unlawful or Prohibited Use

As a condition of your use of the Precision Medicine™ products and services available through the Platform, you agree not to use such products or services for any purpose that is unlawful or prohibited by the Applicable Terms or in any manner that could damage, disable, overburden, or impair any Platform, any Precision Medicine™ server, any Precision Medicine™ application or any network to which any Precision Medicine™ server may be connected, or interfere with any other party’s use and enjoyment of the Platform. You agree not to attempt to gain unauthorized access to any Precision Medicine™ products and services available through the Platform, other accounts, computer systems or networks to which any Precision Medicine™ server may be connected through hacking, password mining or any other means. You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Precision Medicine™ products and services available through the Platform.

A Warning About Your Use of Our Services – We Do Not Give Medical Advice

The information that we make available through the Platform is intended for educational, academic and research purposes only. While we hope you find the Platform helpful, you should remember that it is not meant to serve as medical advice. We do not provide medical advice. If you are not a physician but you choose to use the professional-level information available to you through the Platform, you should not rely on that information as professional medical advice or use it to replace any relationship with your physician or other qualified healthcare professional. For medical concerns, including decisions about medications and other treatments, non-physicians should always consult their physicians or, in serious cases, seek immediate assistance from emergency personnel. Precision Medicine™ does not offer you any warranty or guarantee related to the Platform or the resources that are available to you through the Platform. In some respects, the Platform is interactive and the tools and databases that provide interactive results rely upon the input of data by the user, which the Platform may misunderstand or fail to analyze input properly. As more fully set forth below, we specifically disclaim any warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose. You are fully responsible for evaluating the information and results made available to you through the Platform. If you are a healthcare professional, you should exercise your professional judgment in evaluating any information provided to you through the Platform, and we encourage you to confirm the information made available or otherwise obtained through the Platform with other sources before undertaking any treatment based on such information. If you are not a physician, you should evaluate the information together with your physician or another qualified healthcare professional.

Portions of the Platform that you may have access to include clinical tools and databases intended for use by healthcare professionals to assist healthcare professionals in decision making strategies. These tools do not give professional advice or recommend particular products. Physicians and other healthcare professionals who use these tools or databases should exercise their own clinical judgment as to the information these tools provide. Non-physicians who use the tools or databases do so at their own risk. Individuals with any type of medical condition are specifically cautioned to seek professional medical advice before beginning any sort of health treatment. For medical concerns, including decisions about medications and other treatments, users should always consult their physicians or other qualified healthcare professionals.

Disclaimers

Precision Medicine™ DOES NOT PROMISE THAT THE PLATFORM OR ANY CONTENT, SERVICE, PRODUCT OR FEATURE OF THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE PLATFORM WILL PROVIDE SPECIFIC RESULTS. EXCEPT AS MAY BE EXPRESSLY WARRANTED TO YOU UPON YOUR PURCHASE OF A SERVICE OR PRODUCT RELATED TO THE PLATFORM, THE PLATFORM AND ITS CONTENT ARE DELIVERED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE PLATFORM IS SUBJECT TO CHANGE WITHOUT NOTICE. Precision Medicine™ CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE PLATFORM WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES, NOR DOES Precision Medicine™ GUARANTEE THAT ANY DATA UPLOADED TO THE PLATFORM WILL BE STORED PROPERLY, PERMANENTLY OR NOT BE ENTIRELY OR PARTIALLY LOST. Precision Medicine™ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Precision Medicine™ DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM AND/OR ANY PRECISION MEDICINE SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM AND ANY LINKED SITES. TO THE FULLEST EXTENT PERMITTED BY LAW, PRECISION MEDICINE DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS OR CONTENT IN THE PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, RELIABILITY OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT AT YOUR OWN RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE AND ANY DAMAGE TO YOUR MOBILE DEVICE, COMPUTER SYSTEM OR OTHER DEVICE IN WHICH YOU ACCESS THE PLATFORM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. Precision Medicine™ RESERVES THE RIGHT TO CHANGE ANY AND ALL CONTENT AND OTHER ITEMS USED OR CONTAINED IN THE PLATFORM AT ANY TIME WITHOUT NOTICE. YOUR SOLE REMEDY AGAINST Precision Medicine™ FOR DISSATISFACTION WITH THE PLATFORM OR ANY CONTENT IS TO STOP USING THE PLATFORM OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use of the Platform or the Content, whether for breach of contract, tort, negligence or any other cause of action.

SOME STATES DO NOT PERMIT LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Precision Medicine™ reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Platform, or any portion of the Platform, for any reason; (2) to modify or change the Platform, or any portion of the Platform, and any applicable policies or terms of use; and (3) to interrupt the operation of the Platform, or any portion of the Platform, as necessary to perform routine or non-routine maintenance, error correction, or otherwise.

The Platform and feature functionality within the Platform may be enhanced, added to, withdrawn, or otherwise changed by Precision Medicine™ without notice.

Limitation of Liability

Your use of the Platform is at your own risk. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A COVERED PARTY (AS DEFINED BELOW) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS OR PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PLATFORM, THE PROVISION OF OR FAILURE TO PROVIDE ANY SERVICES IN CONNECTION WITH THE SOFTWARE OR THE PLATFORM OR THE PROVISION OF OR FAILURE TO PROVIDE MAINTENANCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. “Covered Party” means (1) Precision Medicine™ and any officer, director, employee, subcontractor, agent, successor, or assign of Precision Medicine™; and (2) each third party supplier of Content, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Content.

In addition, a Covered Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (1) any errors in or omissions from the Platform or Content available or not included therein, (2) the unavailability or interruption of the Platform or any features thereof or any Content, (3) your use of the Platform or Content, (4) the loss or corruption of any data or equipment in connection with the Platform or your use thereof, (5) the content, accuracy, or completeness of Content, all regardless of whether you received assistance in the use of the Platform from a Covered Party, (6) any delay or failure in performance beyond the reasonable control of a Covered Party, or (7) any content retrieved from the Platform even if retrieved or linked to from within the Platform.

If, notwithstanding the other provisions of the Applicable Terms, a Covered Party is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Platform or any services or products offered through the Platform, such Covered Party’s liability shall in no event exceed the greater of US$100.00 or the price actually paid by you to us for the use of the Software and the Platform. We, our licensors, our suppliers, or any third parties mentioned within the Platform are not liable for any personal injury, including death, caused by your use or misuse of the Platform or any Content. Any claims arising in connection with your use of the Platform must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under these Terms of Use are exclusive and are limited to those expressly provided for in these Terms of Use.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Termination

You agree that Precision Medicine™ may, in its sole discretion and without prior notice, terminate your access to the Platform, block or restrict your future access to the Platform and delete your profile for any reason or no reason, including (but not limited to) (1) violation of the Applicable Terms or other agreements or guidelines which may be associated with your use of the Platform or the products and services offered thereon, (2) requests by law enforcement or other government agencies, (3) a request by you (self-initiated account deletions) or by your Host, (4) discontinuance or material modification of the Platform (or any part thereof) or any service offered on or through the Platform, or (5) unexpected technical issues or problems. You agree that Precision Medicine™ will not be liable to you or to any third party for termination or restriction of your access to the Platform or deletion of your profile.

The Terms of Use relating to Intellectual Property, Indemnification, Disclaimers, Limitation of Liability, Miscellaneous, Severability and terms that by their nature may survive termination shall survive any termination.

If Precision Medicine™ is successful in any legal action taken by Precision Medicine™ against you as a result of your violation of the Applicable Terms, Precision Medicine™ will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Precision Medicine™.

Privacy

Our Privacy Policy, which is incorporated into these Terms of Use by this reference, further describes the collection and use of information on the Platform.

Indemnity

You agree to indemnify and hold Precision Medicine™, its officers, directors, managers, members, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any and all demands, losses, liabilities, claims or expenses (including attorneys’ fees) arising from or relating in any way to your use of Content, your use of the Platform, your conduct in connection with the Platform or with other Platform users, or any violation of the Applicable Terms, any law or the rights of any third party.

Notice and Take Down Procedures and Copyright Agent

If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access thereto) from the Platform by contacting Customer Support at info@precisionready.com and providing the following information:

  1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
  2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
  3. Your name, address, telephone number and (if available) e-mail address.
  4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
  5. A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
  6. A signature or the electronic equivalent from the copyright holder or authorized representative.

Miscellaneous

You agree that this Platform, the Applicable Terms, the Privacy Policy and any dispute between you and Precision Medicine™ shall be governed in all respects by the laws of Massachusetts, United States of America, without regard to choice of law provisions. Except where prohibited, you agree that all disputes, claims and legal proceedings directly or indirectly arising out of or relating to this Platform (including but not limited to the purchase of Precision Medicine products) shall be resolved individually, without resort to any form of class action, and exclusively in the state or federal courts located in Boston, Massachusetts. You consent to waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Boston, Massachusetts. Any cause of action or claim you may have with respect to the Platform (including but not limited to the purchase of Precision Medicine™ products) must be commenced within one (1) year after the claim or cause of action arises. By using the Platform, you agree to receive certain electronic communications from Precision Medicine™. You agree that any notice, agreement, disclosure or other communication that Precision Medicine™ sends you electronically will satisfy any legal communication requirements, including that such communications be in writing. Precision Medicine failure to insist upon or enforce strict performance of any of the Applicable Terms shall not be considered a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall modify any of the Applicable Terms. Precision Medicine™ may assign its rights and duties under the Applicable Terms to any party at any time without notice to you.

Severability

If any provision in the Applicable Terms is held invalid, the remainder of these Terms of Use shall continue to be enforceable. If any provision in the Applicable Terms is deemed unlawful, void or unenforceable, then that provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable.

©2015 Precision Medicine™ Network, Inc. All rights reserved.


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