1.        Your Acceptance of Agreement.  This Service Agreement ("Agreement") is between you and Beckman Coulter, Inc. ("Beckman Coulter") and constitutes a legal agreement that governs the disclosure of information and your use of Beckman Coulters quality assurance program service, and support forum and website (collectively referred to as the "Service").  You must agree to the terms in this Agreement before you can use the Service.  If you do not agree to these terms please do not use the Service.  THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND, IF APPLICABLE, TO, ANY LEGAL ENTITY ON WHOSE BEHALF THE SERVICE IS USED:  FOR EXAMPLE, YOUR EMPLOYER.

Authority to Use Services.  You represent and warrant that you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.  To use and/or register for the Service you must be: a) of legal age to form a binding contract with Beckman Coulter, and b) cannot be a person barred from receiving the Service under the laws of the United States or other applicable jurisdiction, including the country in which you reside or from where you use the Service. By agreeing to this Agreement you represent that you understand and agree to the foregoing.

Changes to this Agreement.  Beckman Coulter may change, add or remove any part of this Agreement, or any part of the Services at any time.  Should you refuse to accept any updated terms proposed to you by Beckman Coulter and you must discontinue using the Services.

2.        Description and Use of Services.

Quality Assurance Program Service.  You understand and acknowledge that the Service is being provided as, and is made available on an "AS IS" and "AS AVAILABLE" basis with NO UPTIME GUARANTEE. The Service may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information. You understand that it is solely your responsibility to back-up all data and information prior to and while using the Service. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, EQUIPMENT COSTS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, Beckman Coulter is not obligated to provide any maintenance, technical or other support for the Service.

Changing the Service.  Beckman Coulter reserves the right to modify, suspend or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. You agree that Beckman Coulter shall not be liable to you or any third party for any modification or cessation of the Service. You acknowledge that Beckman Coulter has no express or implied obligation to provide, or continue to provide, the Service, or any part thereof, now or in the future; and in addition, Beckman Coulter may at any time, upon prior notice as required by applicable law, institute charges or fees for the Service.

Feedback.  You may submit feedback to Beckman Coulter regarding your use of the Service and you agree that in the absence of a separate written agreement to the contrary, Beckman Coulter will be free to use any feedback you provide for any purpose.

License to Use the Services.  Subject to your compliance with the terms and conditions of this Agreement, Beckman Coulter grants to you a non-exclusive, non-transferable, revocable right to access and use the Services in accordance to the terms of this Agreement.

Use Restrictions.  You agree to use the Service only for purposes as permitted by this Agreement and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction.  In connection with your access or use of the Services, you agree not to:

(a) introduce a virus, worm, Trojan horse or other harmful software code or similar files that may damage the operation of a third partys computer or property or information;

(b) use the Services in any manner that could damage, disable, overburden, or impair any Beckman Coulter server, or the network(s) connected to any Beckman Coulter server or interfere with any other partys use and enjoyment of the Services;

(c) attempt to gain unauthorized access to service, materials, other accounts, computer systems or networks connected to any Beckman Coulter server or to the Services, through hacking, password mining, or any other means;

(d) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services;

(e) disclose, harvest, or otherwise collect Information, including e-mail addresses, or other private information about any third party without that partys express consent;

(f) transmit junk mail, spam, surveys, contests, pyramid schemes, chain letters, or other unsolicited e-mail or duplicative messages;

(g) defraud, defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; or

(h) upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, for example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.

Export Control.  Use of the Service, including transferring, posting, or uploading data, software or other Content via the Service, may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. You further agree not to upload to your account any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.

Beckman Coulter Account.  You must create a Beckman Coulter Account, which is subject to approval and moderation by Beckman Coulter, to activate the Services. You are responsible for all activity that takes place on your account. You agree that you are responsible for keeping your password confidential and secure, and understand that you are solely responsible and liable for any activities that occur under your account.

No Resale of Service.  You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose.

3.        Beckman Coulter Privacy Policy.  You understand that by using the Service, you consent and agree to the collection and use of certain information about you and your use of the Service in accordance with Beckman Coulters Privacy Policy, please read our full privacy policy. You further understand and agree that this information may be transferred to the United States and/or other countries for storage, processing and use by Beckman Coulter and/or its affiliates.

4.        Confidentiality and Mutual Non-Disclosure.  Both you and Beckman Coulter acknowledge and agree that there may be Confidential Information (as defined below) shared during the use of the Service. The information in this document is confidential and proprietary. The receiving party of confidential information shall, keep in confidence all of the confidential information received by it. The receiving party shall take reasonable steps to prevent unauthorized disclosure or use of the confidential information provided and to prevent it from falling into the public domain or into the possession of unauthorized persons. The receiving party shall not disclose confidential information it received to any person or entity other than its officers, employees, contractors and consultants who need access to such confidential information and who have entered into written confidentiality agreements sufficient to enable the compliance with this Section. Confidential Information shall be used for no purpose other than using the Service including providing evaluation feedback. Confidential Information means all non-public materials and information provided or made available by you, Beckman Coulter or any third party using the Service, including products and services, information regarding technology, know-how, account information, uploaded data, Content, processes, software programs, research, development, ideas, concepts, financial information and information regarding third parties.  

Obligations.  Both partys obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the party that received the Confidential Information ("Receiving Party") can document that: (a) it was in the public domain at the time it was communicated; (b) it entered the public domain subsequent to the time it was communicated through no fault of the Receiving Party; (c) it was in the Receiving Partys possession free of any obligation of confidence at the time it was communicated to the Receiving Party; (d) it was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was communicated to the Receiving Party; or (e) it was developed by employees or agents of the Receiving Party who had no access to any information communicated to the Receiving Party. Upon the Disclosing Partys request, the Receiving Party shall promptly return or certify the destruction of all tangible materials and all materials in electronic form representing the Confidential Information and all copies thereof to the Disclosing Party.

Ownership and Relationship.  Both parties agree that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right.  Both parties understand that nothing herein requires either party to proceed with any transaction or relationship.

5.        Content.  "Content" means any information that may be generated or encountered during the use of the Service such as audio, video, multimedia, data, text, comments, posts, images, documents, applications, computer programs, and any other information or materials uploaded by or on behalf of you in connection with your use of the Service.  You understand that you are solely responsible for all your Content whether publicly posted or privately transmitted on the Service. You grant Beckman Coulter permission to handle the Content and perform the actions necessary to carry out the Service including using the Content in an aggregate basis to create a comparative database and displaying such content to users of Services or for Beckman Coulters internal purposes.  Beckman Coulter does not verify, endorse, or claim ownership of any Content, and you retain all right, title, and interest in and to your Content.  Beckman Coulter does not store Content except as necessary for Beckman Coulter to perform the Services, and Beckman Coulter retains the right to create reasonable limits on Beckman Coulter use of the Content, such as limits on storage space, processing capacity and similar limitations as otherwise determined by Beckman Coulter in its sole discretion.  Notwithstanding anything to the contrary herein, Beckman Coulter has no responsibility or liability for the deletion or accuracy of Content, the failure to store, transmit or receive transmission of Content (whether or not processed by the Services), or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Beckman Coulter does not control the Content posted via the Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own risk.

Removal of Content.  You acknowledge that Beckman Coulter is not responsible or liable in any way for any Content provided by others and has no duty to pre-screen such Content. However, Beckman Coulter reserves the right at all times to determine whether Content is appropriate and in compliance with this Agreement, and may pre-screen, move, refuse, modify and/or remove Content at any time, without prior notice and in its sole discretion, if such Content is found to be in violation of this Agreement or is otherwise objectionable. If you encounter Content you believe to be a violation of this Agreement, please contact Beckman Coulter support at 1-800-526-7694. Beckman Coulter may, in its sole discretion, suspend and/or terminate accounts of users that are found to be in violation of this Agreement.

Access to Your Account and Content.  You acknowledge and agree that Beckman Coulter may access, use, preserve and/or disclose your account information and Content if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Beckman Coulter, its users or the public as required or permitted by law.

6.        Beckman Coulter Website Terms of Use.  You understand that by using the Service, you consent and agree to the terms in Beckman Coulters Online Terms of Use, please read our terms of use.

7.        Termination.  This Agreement begins on the date you activate your Beckman Coulter account thereby giving your consent to accept this Agreement.  You may terminate your account or stop using the Services at any time.  Beckman Coulter may terminate your use of the Services and this Agreement at any time without prior notice to you.  Your obligations under this Agreement shall survive any termination of this Agreement.

Effect of Termination.  Upon termination of this Agreement, you must immediately cease using the Services.  Beckman Coulter reserves the right to delete any data files in its control associated with Content, Information, or your or use of the Services upon termination of the Services.

Breach of this Agreement.  In the event that you breach any term of this Agreement, Beckman Coulter will immediately terminate your account.  You agree that breach of this Agreement will cause Beckman Coulter irreparable damage for which recovery of damages would be inadequate, and that Beckman Coulter shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.