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
(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
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.
You understand that by using the Service, you consent and agree to
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
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.