BY PROVIDING INFORMATION THROUGH MOLECULARDX, LLC’S (“MOLECULARDX”) WEBSITE, MAKING USE OF SUCH WEBSITE AND/OR UTILIZING MOLECULARDX’S SERVICES, THE USER (ON BEHALF OF HERSELF, HIMSELF AND/OR, IF APPLICABLE, THE ORGANIZATION THAT HE/SHE REPRESENTS (COLLECTIVELY, THE “CLIENT”)) ACKNOWLEDGES AND AGREES TO THE FOLLOWING:
Proprietary Rights. Client acknowledges that the services provided by MolecularDx (the “Services”) and related methods used in such Services, as well as the documentation relating thereto and other software used therein (collectively, the “Laboratory Property”), is (between MolecularDx and Client) the exclusive proprietary property of MolecularDx and/or one of its affiliates, is protected by applicable intellectual property laws, including, without limitation, those governing patents, inventions, copyrights, trademarks, and trade secrets, and that Client has no rights to transfer, copy, duplicate, reverse engineer, decompile, recreate, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, or commercially exploit any Laboratory Property or prepare any derivative works with respect to, or disclose confidential information pertaining to, the Laboratory Property or any part thereof. Under no circumstances shall Client be deemed to receive title to any portion of the Laboratory Property, title to which at all times shall vest exclusively in MolecularDx and/or one of its affiliates. Under no circumstances shall Client be entitled to any remuneration of any kind resulting, in whole or in part, from any suggestions or ideas Client provides to MolecularDx during Client’s use of the Services or otherwise.
Acknowledgments. Client acknowledges that: (i) certain of the Services and the tests conducted therein are experimental and have not been fully tested; (ii) there are technical and other limitations associated with the tests conducted in the Services and laboratory testing generally; (iii) the Services may not meet Client’s expectations; and (iv) test results for the tests run as part of the Services may not be error free. MolecularDx shall have no liability in the event that any tests cannot be conducted, or if there are any inaccuracies in the results thereof, as a result of improper collection or storage of specimens, failure of the tests performed on any specimen, or for any other reason whatsoever. The results of the tests conducted as part of the Services should only be read and interpreted by a physician or other trained and licensed professional. Client hereby releases, indemnifies and holds harmless MolecularDx, its affiliates, members, managers, directors, officers, employees, agents, successors and assigns, from and against any and all loss, claims, causes of action, obligations, liability or damages whatsoever (including reasonable attorneys’ fees) directly or indirectly arising out of use of the results of the tests conducted as part of the Services.
Confidential Information. Client acknowledges that the Services, the testing and other methods used therein, the information related thereto, test results and work product associated with the Services, contain and constitute commercially valuable, proprietary trade secrets and confidential information of MolecularDx and/or one or more third parties providing such information to MolecularDx for use in the Services (hereinafter referred to as “Confidential Information“). Client acknowledges that the Confidential Information is disclosed to it on a confidential basis to be used only as may be expressly permitted by the terms and conditions of this Agreement, and that Client shall not, without the prior written consent of MolecularDx, disclose, transfer, or release any Confidential Information, in whole or in part, alone or in combination with any other information, to any individual or entity, or use any such Confidential Information for Client’s or any third party’s benefit.
De-Identified Patient Data. MolecularDx and/or its affiliate shall have the right to market, sell and/or otherwise use de-identified patient data obtained from the Services for any purpose permitted by law. Client shall not be entitled to any remuneration from any such sale. Client shall take any and all actions requested by MolecularDx including, without limitation, the execution of documents, necessary to effect MolecularDx’ rights as set forth herein.
No Malicious Content. Client will not knowingly upload or otherwise include on MolecularDx’s websites any malicious code, viruses, spyware, malware, trojan horses, or any other malicious files of any kind whatsoever.
Governing Law. The subject matter hereunder and the parties’ respective rights and obligations shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws provisions in that or any other jurisdiction.
THE TERMS OF SERVICE SET FORTH HEREIN ARE IN ADDITIONAL TO, AND NOT IN SUBSTITUTION OF, ANY OTHER TERMS AND CONDITIONS SET FORTH IN ANY AGREEMENT BETWEEN MOLECULARDX AND CLIENT.