Terms & Conditions

TERMS AND CONDITIONS OF USE FOR CERF ONLINE SOFTWARE TRIAL CERF SOFTWARE LICENSE AGREEMENT AND TERMS OF USE FOR CERF PURCHASES

 

TERMS AND CONDITIONS OF USE FOR CERF ONLINE SOFTWARE TRIAL

General

The present page contains the Terms and Conditions of Use (“Terms of Use”) governing your access to and use of the CERF Online Software (The Software) Trial and http://amazon-cerf-eln.info (The Site).

Lab-Ally LLC (Lab-Ally) is owner and operator of  http://amazon-cerf-eln.info (The Site) and the CERF Electronic Lab Notebook (ELN) software system (The Software). The intended purpose of The Site is to provide access to a trial version of The Software for prospective customers who wish to evaluate the features of the CERF ELN prior to purchase.

If you are an industry analyst or technology specialist who wishes to perform an evaluation of the full version of the CERF product, or if you wish to reproduce images of The Software system in any public forum or publication of any kind, you will require express permission from Lab-Ally to do so and we are happy to assist. Please contact Lab-Ally for instructions.

“You”, “Your” or “Trial User”, whether used in the singular or the plural, in this Terms and Conditions of Use shall mean any person using, or who has used, The Site and/or any of the services provided by and/or via The Site.

With your visit to or use of The Site and The Software, you expressly accept and agree to be bound by these Terms and Conditions of Use. Do not use The Site until You have read and agreed to the following terms and conditions.  If these Terms and Conditions of Use are not completely acceptable to you, you must immediately terminate your use of The Site.

Lab-Ally reserves the right to immediately inactivate all Trial Users who violate any of these Terms of Use or who, in our judgment, are not using either The Site or The Software in good faith or for the intended purpose.  Lab-Ally further reserves the right to prosecute to the fullest extent of the law any Trial User who attempts to infringe upon the Intellectual Property Rights of Lab-Ally, as defined herein; any party who assists, abets, or employs a Trial User to infringe upon such Intellectual Property of Lab-Ally; and any party receiving any portion of or benefit from Intellectual Property of Lab-Ally gained through infringement by a Trial User.

As Is

The Site and The Software free trial server is provided strictly on an “as is” basis without warranties of any kind, whether express, statutory or implied, all of which Lab-Ally expressly disclaims.  Lab-Ally provides no assistance with data export or recovery, and Lab-Ally makes no guarantees about data integrity or availability of The Site.

Scope of Use and Trial User Permissions

The intended purpose of The Site is to provide an online trial simulation for prospective customers only. Upon completing the sign-up process, Lab-Ally grants the Trial User permission to access The Site exclusively to evaluate the features of The Software prior to purchase of the CERF ELN.  You may not sell, lease, rent, sublicense, loan, assign, share, export or transfer in any other manner to any other party the permissions granted herein.

Trial User Agreements and Prohibited Activities

By Your use of The Site, You agree and attest that:

  • You are not employed by nor affiliated with any company that produces a competing Electronic Lab Notebook (ELN), Laboratory Information Management System (LIMS), or similar product; and that You are using The Site solely as a way to evaluate the product prior to a possible purchase of the CERF System;
  • You will not attempt to reverse engineer, decompile, disassemble, gain root access, copy or otherwise attempt to discern the source code of The Software or any component of The Software; copy any portion of the design, appearance, or functionality of The Software; attempt to create or have created derivative works from  or images / screen captures of The Software; or otherwise infringe on the Intellectual Property Rights of Lab-Ally;
  • You will not attempt to disrupt, damage, modify, mount an attack, or abuse The Site or The Software server in any way, nor attempt to defeat built-in security or data protection features;
  • You will not modify, adapt, or hack The Site, or modify another website so as to falsely imply that it is associated with The Site, The Software, Lab-Ally, or any other Lab-Ally product or service;
  • You will not use any device, software, or routine, including but not limited to any virus, trojan horse, worm, time bomb, or bot, intended to damage or interfere with the proper working of The Site or to intercept or expropriate any system, transaction, personal or other information from The Site;
  • You will not use The Site or The Software server for any type of evaluation that will involve public disclosure of proprietary features, functions, design, appearance, or GUI elements, and will not reproduce any part of the system in any form or media for distribution to any other party, without the express prior written approval of Lab-Ally;
  • You will not take any action that imposes an unreasonable or disproportionately large load on The Site or The Software, including but not limited to “spam,” “denial of service attacks”, other unsolicited mass messaging or querying techniques, or any other activity intended to disrupt The Site;
  • You will not attempt to upload excessive quantities of data or numbers of files, nor shall you upload any file or digital data for any reason whatsoever other than for evaluation of the product for use as a data scientific management system;
  • You will not incorporate into The Site or The Software any information which violates any International, Federal, State, Regional, or Local law, nor any information which violates or infringes upon the rights of any individual or third party, including, but not limited to Intellectual Property, publicity or privacy rights;
  • You will not incorporate into The Site or The Software any information or digital object that in Lab-Ally’s judgment is inappropriate or which violates any community standards, or which is in any other way not compatible or appropriate for the express purpose of a good faith evaluation of The Software by a prospective customer or industry consultant;
  • You understand that The Site is subject to data deletion or shutdown without any warning and that no production data, sensitive, classified, confidential, protected, personally identifiable, or otherwise valuable data should ever be added to The Site;
  • Your use of The Site and The Software is solely at your own risk.

If you are an industry analyst or technology specialist who wishes to perform an evaluation of the full version of the CERF product, or if you wish to reproduce images of the system in any public forum or publication of any kind, you will require express permission from Lab-Ally to do so and we are happy to assist. Please contact Lab- Ally for instructions.

Lab-Ally reserves the right to immediately inactivate Trial Users who violate any of these Terms of Use or who, in our judgment, are not using either The Site or The Software in good faith or for the intended purpose.

Intellectual Property and Ownership of Data

Lab-Ally and its licensors retain all right, title and interest in and to The Software and The Site including but not limited to all world-wide copyrights, trade marks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights in or relating to The Software, plus all aspects of layout, organization, and content of The Site, (collectively, the “Intellectual Property”). You may use the Software and the Site only as expressly permitted in these Terms of Use and for no other purposes. Lab-Ally does not endorse any information of third parties accessible through the Software. Lab-Ally also does not regularly monitor and cannot control information accessible through the Software.

Lab-Ally confirms and agrees that You will own all right, title and interest in and to all data and information inputted by You and/or generated by You within the Software and the Site, and Lab-Ally will have no right or interest in or to any such data and/or information, other than the right to perform periodic deletion of all data from the system at scheduled intervals of, at minimum, every twelve calendar months.

Privacy Policy

Our Privacy Policy, including our GDPR compliance statement, is available at http://lab-ally.com/privacy and is hereby incorporated by reference in these Terms of Use.

Compliance with Laws

As a condition of your use of The Site and The Software, You warrant to Lab-Ally that You will comply with all applicable laws, statutes, ordinances and regulations applicable to the license granted and the obligations of the parties under the Agreement. Lab-Ally makes no representations that the Software or information that may be accessed through the Software is appropriate or available for use in other jurisdictions. Accessing informational materials from jurisdictions where the contents would be illegal is prohibited. If You choose to access materials from such locations, You do so on Your own initiative and are responsible for compliance with local laws.

Warranties Disclaimed and Limitations of Liability

You expressly agree that Your use of The Software and access to The Site is at Your sole risk. The Site and The Software free trial server is provided strictly on an “as is” basis without warranties of any kind, whether express, statutory or implied, all of which Lab-Ally, its licensors, and its suppliers, expressly disclaims, to the fullest extent permitted by law.

To the maximum extent permitted by law, neither Lab-Ally, nor its licensors, suppliers, partners, affiliates, or third party service providers shall be liable for any direct, indirect, incidental, special, or consequential damages (including, without limitation, loss of profits, revenue, or data; any property damage, personal injury or death; any errors, omissions or defects in the software; losses from interruption, termination, or failed operation of The Software or The Site, computer viruses or any breaches of security) incurred by anyone in connection with the use or inability to use the software or the system in any manner whatsoever, whether in an action in contract, tort, or otherwise, even if Lab-Ally has been advised of the possibility of such damages.  The Site is not designed nor is it authorized for use in critical applications or systems. Lab-Ally expressly disclaims any responsibility for such usage which shall be made at Your sole risk, even if Lab-Ally has been informed in writing of such usage. Lab-Ally will have no liability for any loss or harm resulting from Your use of any data inputted by You or from third party web-based resources in conjunction with the use of the Software or The Site.

Lab-Ally makes no representations about the results to be obtained from using the Software. Further, You acknowledge that in connection with the Software, information may be transmitted over local exchange, interexchange and internet backbone carrier lines and through routers, switches and other devices owned, maintained and serviced by third party local exchange and long distance carriers, utilities, internet service providers and others, all of which are beyond the control and jurisdiction of Lab-Ally and its suppliers. Accordingly, Lab-Ally assumes no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of The Software.

Indemnification

You agree to defend, indemnify and hold harmless Lab-Ally, its directors, officers, employees, contractors, and/or agents and its suppliers from and against any and all claims, actions, demands, damages, liabilities, settlements, judgments, costs and expenses (including without limitation attorneys’ and experts’ fees) resulting directly or indirectly from, or alleged to result directly or indirectly from, Your use of The Software or The Site or from Your breach of any provision of these Terms of Use and/or any intentional wrongdoing.

Lab-Ally reserves the right to report any wrongdoing, if Lab-Ally becomes aware of it, to the appropriate government authorities.

Governing Law and Jurisdiction

The Terms of Use, and Your use of the Software and the Site will be in all respects construed, interpreted, applied according to, and governed by the laws of the State of Ohio without regard to conflicts of law provisions. You and Lab-Ally agree that the proper venue is the state or federal courts of record for the State of Ohio and submit to jurisdiction of the same.

Changes to The Site and/ or The Software

Lab-Ally may at any time, for any reason and without notice, add to, delete, update, shut down, or make changes to The Site and/ or The Software. Lab-Ally will periodically remove all data from The Site without notice.

Changes to these Terms of Use

Lab-Ally reserves the right to change these Terms of Use without prior notice. Accordingly, you are advised to visit these Terms of Use periodically in order to see any such changes. By your continuing use of The Site after changes are posted, you will be deemed to have accepted such changes.

Severability of Provisions

In the event that one or more of the provisions contained in the Terms of Use shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of the Terms of Use, and the Terms of Use shall be construed as if such invalid, Illegal or unenforceable provision had never been contained herein.

Separate Agreements

You may have other agreements with Lab-Ally. Those agreements are separate from these Terms of Use. These Terms of Use do not modify, revise or amend the terms of any other agreements you may have with Lab-Ally.


 

Reference Copy:
CERF CLIENT/SERVER SOFTWARE LICENSE AGREEMENT
AND TERMS OF USE FOR CERF PURCHASES

    • Note – All purchases of CERF will be subject to a fully executed Purchase Agreement, and both Parties will be legally bound only to that executed Agreement.  The following text drawn from our standard agreement is provided for informational reference only.
    • In particular, please note the obligations required of SysAdmins.

The CERF Client/Server Software License Agreement and Terms Of Use (“License Agreement”) is entered into as of the Effective Date of the Master Purchase Agreement (“Master Agreement”) between the Customer and Lab-Ally, and shall be governed by the terms of the Master Agreement. The License Agreement is the contractual agreement between the Customer and Lab-Ally regarding the use of CERF CLIENT/SERVER SOFTWARE (“Software”) and governs the use of the software, content and materials provided to the Customer by Lab-Ally. Lab-Ally recommends that the Customer representatives read the License Agreement carefully if the Customer wishes to use the software. Lab-Ally also recommends that the Customer print a copy of the License Agreement for the Customer records. If the Customer has any questions about the License Agreement, please contact Lab-Ally at info@lab-ally.com.

Grant of License

Lab-Ally shall grant to the Customer a limited, non-exclusive, nontransferable, royalty free license during the Term (as defined below) of the License Agreement to access, download and use the software (the “Software License”). The Software License allows the Customer to download, use and display the software on any machine(s) of which the Customer or the Customer’s employees, contractors or agents, or the Customer’s affiliate or its employees, contractors or agents are the primary user. The Customer may not sell, lease, rent, sublicense, loan, assign, export or transfer in any other manner the Software or the Customer’s Software License or any underlying software or technology of the same, nor may the Customer create or have created derivative works of, reverse engineer or otherwise modify the same. The Software License granted in the License Agreement authorizes the Customer to download and use the software for commercial purpose. The Customer may use the software to access third-party databases and resources available through the Internet. The use of such third party databases and resources are not governed by the terms and conditions of the License Agreement. The Customer accesses third party systems at their own risk.

Customer agrees that, by using the CERF system, the Customer and all users are agreeing to the terms of use herein.

License Term and Termination

Software licenses granted by Lab-Ally are perpetual, unless otherwise specified herein or unless terminated in writing by either party, in accordance with the terms set forth below. The Software License granted to the Customer hereunder will become effective on the date specified above and will remain in force until the ending date, if one has been specified, (the “Term”), or until terminated by the Customer or Lab-Ally per the License Agreement. Lab-Ally may terminate the License Agreement and the Software License on days written notice to the Customer if the Customer has: (i) breached any of the terms of the License Agreement and has failed to cure such breach within 30 days after receipt from Lab-Ally of written notice of such breach, such notice to specify the method to attend to such breach, or, (ii) the Customer materially breaches any other obligation to Lab-Ally under any other agreement between the Customer and Lab-Ally, or (iii) the Customer uses the Product in such a way as to violate the applicable laws in the jurisdiction in which the Server is located. The Customer may terminate the License Agreement and the Customer’s Software License at any time by contacting Lab-Ally at support@lab-ally.com.

Upon termination of the license, the Customer agrees to: (a) cease using the software, (b) delete and destroy the software and (c) permit Lab-Ally to delete and destroy all data provided by Customer to Lab-Ally in electronic or hard copy form. This does not pertain to data entered by Customer or Customer users into the System (defined below); any data entered into the System by Customer and/or Customer users remains the property of Customer organization.

Intellectual Property

Lab-Ally and its licensors retain all right, title and interest in and to the software and the System including all world-wide copyrights, trade marks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights in or relating to the software (collectively, the “Intellectual Property”). Customer may use the Software and the System only as expressly permitted in the License Agreement and for no other purposes. Lab-Ally does not endorse any information of third parties accessible through the Software. Lab-Ally also does not regularly monitor and cannot control information accessible through the Software. Lab-Ally confirms and agrees that Customer will own all right, title and interest in and to all data and information inputted by Customer and/or generated in the Software and the System and Lab-Ally will have no right or interest in or to any such data and/or information.

System Integrity

If the Customer uses the Software to access third party web-based resources, data or networks, the Customer may also be exposing certain Lab-Ally software, hardware and equipment (the “System”) to unknown risks. Lab-Ally undertakes to use commercially reasonable endeavors to prevent the System from breaches of security, such as unauthorized access and use; however, security mechanisms implemented to protect the integrity of the System have inherent limitations, especially when exposed to third party networks. Lab-Ally will have no liability for any loss or harm resulting from Customer use of any data inputted by Customer or from third party web-based resources in conjunction with the use of the System. Any such loss will be borne exclusively by Customer. Customer may not knowingly or intentionally use any device, software or routine, including but not limited to any virus, trojan horse, worm, time bomb or bot, intended to damage or interfere with the proper working of the System or to intercept or expropriate any system, transaction, personal or other information from the System.

Customer may not knowingly or intentionally take any action that imposes an unreasonable or disproportionately large load on our System, including but not limited to “spam,” “denial of service attacks” or other such unsolicited mass messaging or querying techniques.

System Administrator(s) Obligations

The individual(s) designated to act as System Administrator (SysAdmin) acknowledge(s) and agree(s) to be held to the highest standard of accountability for data security because the SysAdmin role has access to all data in the system. By using CERF and accepting the SysAdmin role, SysAdmins agree to protect absolutely the integrity and confidentiality of all user data and agree to abide by all data confidentiality guidelines set by the Customer and its parent organization(s). Furthermore, SysAdmin(s) agree to ensure that all users understand that by using the CERF system, all users and their organization are agreeing to the terms of use herein. 

Prohibited Uses

Customer warrants to Lab-Ally that Customer have all legal rights and licenses necessary to accept the License Agreement and to use and access the Software. While using the Software, Customer agrees not to intentionally and knowingly incorporate into the System any information which violates or infringes upon the rights of any individual or third party, including, but not limited to the Intellectual Property, publicity or privacy rights, or mount an attack against the System, attempt to gain root access or conduct any other activity intended to disrupt the System. In addition to the above prohibitions, Customer also agrees not to reverse engineer, decompile, disassemble, copy or otherwise attempt to discern the source code of the Software or any component of the Software.

Compliance with Laws

Each party will comply with all applicable laws, statutes, ordinances and regulations applicable to the license granted hereunder and the obligations of the parties under the Agreement. Lab-Ally makes no representations that the Software or information that may be accessed through the Software is appropriate or available for use in other jurisdictions. Accessing informational materials from jurisdictions where the contents would be illegal is prohibited. If the Customer chooses to access materials from such locations, Customer does so on Customer’s own initiative and is responsible for compliance with local laws.

Warranties & Disclaimers

a. Lab-Ally warrants that the Software and the System shall conform to the specifications and functionality described in our online documentation for a period of ninety (90) days following its delivery. The specifications and functionality of the system are thereafter subject to change without notice. If Customer notifies Lab-Ally in writing that the software and/or the System do not conform to such specifications as presented (a “Defect”), Lab-Ally shall correct such Defect within thirty (30) days of the written notice by Customer to Lab-Ally.

b. Lab-Ally warrants that the Software as delivered via download or on suitable media is free of viruses and potentially damaging programming errors. Lab-Ally further warrants that the Software is free from substantial defects in material, design and workmanship and shall remain such for a period of ninety days following its first delivery to Customer.

c. The warranties set forth in subsections a and b above shall not apply to the Software or any part thereof that has been (i) modified or altered by any person or entity other than Lab-Ally or as authorized by Lab-Ally, if the Defect is a result of the modification or alteration, (ii) combined with other software or hardware, if the Defect is a result of the combination, (iii) subject to misuse, negligence, accident or use not in accordance with the instructions for use set forth in the software or System documentation, if the Defect is a result of such use or misuse.

d. Other than as otherwise provided herein, Customer expressly agrees that Customer use of the Software and access to the System is at Customer’s sole risk. Other than as otherwise provided herein, the Software and the System are licensed strictly on an “as is” basis without warranties of any kind, either express or implied. Lab-Ally represents and warrants that it has full legal right, power and authority to license the Software and the System to Customer as provided herein and that, to the knowledge of Lab-Ally, the Software and the System do not infringe on any intellectual property rights of any third party.

CERF SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT

The CERF Software Support and Maintenance Agreement (“Support Agreement”) is entered into as of the Effective Date of the Master Purchase Agreement (“Master Agreement”) between the Customer and Lab-Ally, and shall be governed by the terms of the Master Agreement.

The Customer desires to obtain from Lab-Ally technical support and consulting services related to the continued use of the CERF Electronic Lab Notebook (ELN) system (“The Software”), the terms and conditions of which are as follows:

Software Support Services

If a Support Agreement is purchased, Lab-Ally will provide support for The Software, as specified in our Service Level Document (SLD), which is subject to change. The most recent version of the SLD shall be available online at:

lab-ally.com/download

Lab-Ally will provide its services to The Customer primarily via email, but also, as Lab-Ally determines necessary, via telephone or on site.

The Customer understands and accepts that since Lab-Ally is not the Original Vendor of The Software and has limited access to the original technical resources used to create the product, there may be some circumstances where Lab-Ally can only use its best efforts to resolve technical issues with The Software. As of April 2014, Lab-Ally is authorized to resume development, marketing and sales of the CERF product.

Service Term and Termination

All new purchases require the purchase of twelve (12) months of Lab-Ally support.

After the first year, the Customer may elect to renew annually at the end of the contract period. At the time of renewal, Lab-Ally reserves the right to adjust the rates in the Support Agreement. Support fees for CERF Seat Licenses purchased off cycle may be pro-rated as appropriate, to coincide with the Support Agreement expiration date.

The Support Agreement can terminate by any of the following: a) The twelve (12) month service period purchased by the Customer ends; b) the Customer fails to renew the Support Agreement upon, or within 14 days of, renewal date; c) Lab-Ally declines to continue to offer support plans for The Software; d) Lab-Ally elects not to renew the Support Agreement upon its renewal date; or e) Lab-Ally or the Customer cease operations.

Support Fees

Pricing of the Lab-Ally Support Agreement and additional services are described in the SLD and in the final Quote received and accepted by the Customer. Support services for additional seats may be added at any time within the service period with support fees calculated on a pro-rated basis, with the purchase of the necessary additional CERF Seat Licenses.

A 5% service fee will be added for all credit card payments. Customers may optionally elect to pay Support fees with monthly installments, which will also be subject to an added 5% service fee. This service fee for monthly Support fee installments can be waived if the Customer is able to make arrangements for fully automated monthly EFT payments that do not require invoicing by Lab-Ally staff.

Additional Services

At the request of The Customer, and with its consent, Lab-Ally may also provide technical, operational or other assistance or consulting services not covered by or included with our support package as specified in our SLD. Lab-Ally will charge for these services at the rates listed in the current SLD. A current Support Agreement with Lab-Ally is required to receive consulting services that are not within the scope of our SLD.

At the request of the Customer, and with its consent, Lab-Ally may also provide remote (web-based) or onsite training and workflow analysis related to the use of and best practices associated with The Software. A specific quote for these services will be prepared at the request of The Customer. A current Support Agreement with Lab-Ally is required to receive these services.

The following may be available at the request of the Customer: data migration consulting, or access to custom-built CERF Data Export Tool or CERF-to-RSpace or other solution Data Migration Tool. Lab-Ally will provide a specific quote based on the Customer’s needs when a request is made.

Conditions Related to Services

Lab-Ally warrants that the services shall comply with all applicable laws, standards and regulations, whether governmental or industrial, in effect at the time the services are provided. Lab-Ally warrants that the services shall be performed in conformity with the highest standards practiced by firms in performing work of a similar nature at the time the services herein are performed and in the same place as the services hereunder are provided, and that Lab-Ally shall use its best efforts in the performance of the services and its other obligations hereunder. Lab-Ally shall have no liability with respect to its obligations under the Support Agreement for consequential, exemplary, incidental or punitive damages.

The technical support obligations of Lab-Ally under the Support Agreement shall not apply to errors due to any of the following: a) misuse of The Software for purposes not intended by the Original Vendor; b) unauthorized modification of The Software; c) failure by the Customer to utilize compatible computer and networking hardware and software d) any change in applicable operating system software; or e) the failure of the Customer to install any required or recommended update.

Lab-Ally shall not be obligated to provide technical support for: a) the Customer’s computer hardware; b) the Customer’s network hardware and/or software; c) the Customer’s Remote Access hardware and software; or d) Third-party plugins, extensions or add-ons used within the Software or its host environment.

The Customer acknowledges that all data is backed up regularly per the Lab-Ally’s specifications, and a backup will be made by The Customer prior to any occasion where Lab-Ally staff directly accesses The Software for maintenance purposes.

TERMS OF MASTER AGREEMENT

Confidentiality

Lab-Ally acknowledges that in the course of providing any and all of its services under the Master Agreement, Lab-Ally or its employees or consultants may be supplied with, or come into possession of, information which is proprietary to The Customer, including but not limited to information as to licenses, methods of doing business, and operations. Lab-Ally hereby agrees that it will keep all such information confidential, and will disclose such information to no other person or entity. In addition, Lab-Ally agrees to take such action as may be necessary or appropriate by way of agreement with, and instruction to, its employees or consultants so as to maintain the confidentiality of such confidential information and licenses.

Indemnification

Customer agrees to defend, indemnify and hold harmless Lab-Ally, its directors, officers, employees, contractors, and/or agents and its suppliers from and against any and all claims, damages, liabilities, judgments, costs and expenses (including attorneys and experts fees) resulting from Customer’s use of the Software or the System and the support offered by Lab-Ally, Customer breach of any provision of the License Agreement and/or any intentional wrongdoing; PROVIDED THAT IN NO EVENT WILL CUSTOMER BE LIABLE FOR INDIRECT, SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF OR IN ANY WAY RELATED TO THE AGREEMENT OR THE SOFTWARE OR THE SYSTEM LICENSED HEREUNDER; .

Lab-Ally agrees to defend, indemnify and hold harmless Customer, Customer directors, officers, employees, contractors, and/or agents from and against any and all claims, damages, liabilities, judgments, costs and expenses (including attorneys’ and experts’ fees) resulting from Lab-Ally’s breach of any provision of the Agreement and/or any intentional wrongdoing; PROVIDED THAT IN NO EVENT WILL LAB-ALLY BE LIABLE FOR INDIRECT, SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF OR IN ANY WAY RELATED TO THE AGREEMENT OR THE SOFTWARE OR THE SYSTEM LICENSED HEREUNDER.

THESE THE FOREGOING EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA, LOSS OF USE OR INTERRUPTION OF BUSINESS. Lab-Ally reserves the right to report any wrongdoing, if Lab-Ally becomes aware of it, to the appropriate government authorities. Lab-Ally will keep the Customer fully indemnified from and against any and all claims, damages, liabilities, judgments, costs and expenses (including attorneys’ and experts’ fees) resulting from any claim that use of the Software or System infringes the rights of any third party.

Compliance with Laws

Each party will comply with all applicable laws, statutes, ordinances and regulations applicable to the license granted hereunder and the obligations of the parties under the Agreement. Lab-Ally makes no representations that the Software or information that may be accessed through the Software is appropriate or available for use in other jurisdictions. Accessing informational materials from jurisdictions where the contents would be illegal is prohibited. If Customer chooses to access materials from such locations, Customer does so on Customer’s own initiative and is responsible for compliance with local laws.

Governing Law and Jurisdiction

The Agreement, including the License Agreement, and Customer use of the Software and the System will be in all respects construed, interpreted, applied according to, and governed by the laws of the State of Ohio without regard to conflicts of law provisions. The Customer and Lab-Ally agree that the proper venue is the state or federal courts of record for the State of Ohio and submit to jurisdiction of the same.

Limitations of Warranties

Lab-Ally, its licensors, and its suppliers, to the fullest extent permitted by law, disclaim all warranties, including but not limited to implied warranties of merchantability or fitness for a particular purpose or otherwise, other than those warranties expressly set out herein or that are implied by and incapable of exclusion, restriction, or modification under applicable law.

Except as set forth herein (i) Lab-Ally makes no warranties or representations as to the accuracy, truthfulness, usefulness, effectiveness, reliability, or security of the Software or the System except as included herein and assumes no liability or responsibility therefore, and (ii) Lab-Ally makes no representations or warranties that the use of the Software or access to the System will be timely, complete, reliable, accurate or error-free or that use of the Software satisfies any government laws, regulations or ordinances concerning informed consent for clinical trial recruitment or medical or prescription drug information. No information or advice obtained through the Software shall create any warranty not expressly made herein. The content accessible through the Software comes from sources believed to be accurate, but may contain inaccuracies or typographical errors. Lab-Ally makes no representations about the results to be obtained from using the Software. Further, Customer acknowledge that in connection with the Software, information may be transmitted over local exchange, interexchange and internet backbone carrier lines and through routers, switches and other devices owned, maintained and serviced by third party local exchange and long distance carriers, utilities, internet service providers and others, all of which are beyond the control and jurisdiction of Lab-Ally and its suppliers. Accordingly, Lab-Ally assumes no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of the software.

Limitation of Liability

To the maximum extent permitted by law, neither Lab-Ally, nor its licensors, suppliers, partners, affiliates, or third party service providers shall be liable for any direct, indirect, incidental, special, or consequential damages (including, without limitation, loss of profits, revenue, or data; any property damage, personal injury or death; any errors, omissions or defects in the software; losses from interruption, termination, or failed operation of the Software or the system, computer viruses or any breaches of security) incurred by anyone in connection with the use or inability to use the software or the system in any manner whatsoever, whether in an action in contract, tort, or otherwise, even if Lab-Ally has been advised of the possibility of such damages. In no event shall either Lab-Ally’s or Customer’s total cumulative liability exceed the total fee paid by Customer under the Agreement for the license of the Software and the System. Remedies under the License Agreement are exclusive and are limited to those expressly provided for in the License Agreement.

Lab-Ally’s maximum liability to the Customer for any and all reasons shall be limited to the amount actually paid by the Customer to Lab-Ally during the twelve (12) month service period.

The Customer expressly agrees that the Customer’s use of the Software and its reliance on the support services provided by Lab-Ally are at the Customer’s sole risk. All Lab-Ally services are provided on a strictly “as is” basis.

Amendments

No amendment of any term or condition under the Agreement shall be valid unless it is agreed in writing by both The Customer and Lab-Ally.

Assignment Not Permitted

The Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. The Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

Severability

In the event that one or more of the provisions contained in the Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of the Agreement, and the Agreement shall be construed as if such invalid, Illegal or unenforceable provision had never been contained herein.