Welcome to the Maverix Analytic Platform, a service operated by Maverix Biomics, Inc. (“Maverix,” “we,” or “us”). These Terms and Conditions of Use (“Terms”) form a binding legal agreement between you and Maverix regarding your use of the Maverix Analytic Platform, the Maverix computational and storage software platform, enabling data-driven research on genomic and biomic datasets (“Service” or the “Service”). If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such company or entity to these Terms.
1. Services, Account Registration and Users
A. Service and Workspaces
The Services comprise (i) a variety of resources and features, including various analytic tools for genomic and biological data, a content knowledgebase, electronic storage space, access control and limitation tools, data and information sharing tools, data import and export features, search and query tools, notification and alerting tools, report-generating tools, and data visualization tools (collectively known as “Resources”); and (ii) data or software provided by you or us along with third party data or software, including any Content; and (iii) the following environments: (A) publicly-available Content and Resources in a workspace which are accessible to all Users of the Service and not just to those of your Account (the “Public Space”); (B) a workspace with shared Resources and Content accessible by Users (not just those of your Account) who have joined together as members in an area of common interest (“Community Space”); (C) a workspace with shared Resources and Content accessible by all Users under a common Account (“Account Space”); and (D) a workspace accessible only by an individual User (“User Space” and each of the foregoing, a “Space”).
Unless otherwise indicated in these Terms, all references to the Service include the Common Space, Community Space, Account Space and User Space. For a full description of the Services please visit http://maverixbiostg.wpengine.com, which contains information, guides, and descriptions applicable to the Service (the “Policies”).
B. Modification of Services and Third Parties
We reserve the right to modify the Services from time to time, including removing or adding certain features and functionality. To the extent we make any such modifications, you may need to agree to new or revised terms before you can make use of such modifications and you acknowledge that your use of such modifications may be subject to agreeing to such terms. You acknowledge and agree that the Services are provided not only by us, but by our third party suppliers and service providers, and you hereby consent to our using third parties in connection with our provision of the Services.
C. Registration Process
After you have accepted these Terms, you will be asked to register, and must so register, prior to your use of the Services. When you register, you agree to (i) provide accurate, current and complete information about you as may be prompted by the registration forms (“Registration Data”) and (ii) maintain and promptly update the Registration Data, and any other information you provide to us, and to keep all such information accurate, current, and complete. Once you have so registered, your account will be created (“Account”) and you will be issued an Account number. You may not create a false identity or impersonate another person or entity in any way.
D. Creation of Users
Once Account registration has been completed, you shall be able to designate an administrative user. Such administrative user shall be able to perform account administration and other activities as further described in the Policies, including the creation of individual, personal accounts for users (collectively, with such administrative users, “Users”). Each User shall be provided with an individual login and password for such User’s use of the Services (collectively a “Login”). You may not designate any third party as a User unless such User is your employee, contractor, agent or another third party who is directly providing services to you or with whom you are collaborating on certain endeavors. All Logins are personal to the applicable named individual. Once an individual no longer needs access to the Services, then you shall remove him or her as a named User.
E. User’s Use of the Services
By creating Users, you agree that all of such User’s use of the Services have been approved by you, and that you shall be responsible for such User’s use of the Services. Subject to applicable law, Maverix will not be liable for any loss that you may incur as a result of someone else using a User’s Login or your Account, either with or without your knowledge. You may not use anyone else’s Account or Login at any time and anyone other than the designated named User may not allow anyone else to use his or her personal account Login.
2. System Data and Content
A. Classes of Data
The Service contains (i) genomic, molecular, biological, phenotypic and other data from human and non-human sources, including Sequenced Data and User Content, as each of such terms is defined below and other information and content as may be made available through the Services from time to time (collectively “Data”), and (ii) algorithms, tools, and other software in source or object form (“Software”, and such Data, Software and Resources, are referred to collectively as “Content”).
B. Sequence Data
From time to time you may submit human or non-human sequenced genomic data for use with the Services (“Sequenced Data”), subject to any restrictions set forth herein, in accordance with the following means, and as further described in the Policies:
- Directly from a sequencing device, intermediate software platform, or third-party sequencing center as such list of devices, platforms, or centers is listed in the Policies
- Uploaded in a file format compatible with the Services directly from a web browser, as such file formats are identified in the Policies; or
- Sent directly to Maverix on physical media meeting the specifications set forth in the Policies, which Maverix shall have no obligation to return to you or maintain.
C. Data Backups
Subject to applicable law, we have no responsibility of backing up any Content you provide to us or that you create through the Service and you may not send us the only copy of any Sequenced Data you have. We advise you to backup any Sequenced Data you may give us and only provide us with copies. We have no obligation to return to you any Content you provide to us or otherwise permit you to export any of your Content from the Services.
3. Fees and Payment
A. Fee Structure
The Services are based on a pay-as-you go model. Your use of the Services to perform certain chargeable functions will incur a certain fee (a “Fee”) and such fee shall be offset against the existing positive balance of your Account. You will be informed of the Fee before running the chargeable function. In order to make use of the Service to perform certain chargeable functions, you must have sufficient funds in your Account to pay the applicable Fee. If you do not have sufficient funds you will not be able to perform such functions, until you pay additional amounts sufficient to cover such functions.
You acknowledge and agree that the amount of Fees chargeable to your Account may differ if you register as an academic/non-profit organization or as a commercial/for-profit business. You represent, warrant, and covenant that your self-identification as an academic/non-profit organization or as a commercial/for-profit business is correct as of the date of Registration and shall be updated as necessary to ensure continuing accuracy. Maverix reserves the right to verify the status of your organization and to change the amount of the Fees at any time without notice to you.
B. Initial and Ongoing Fee Payments
Your initial payment to establish a positive balance in your Account shall be made after your Account has been created (each payment to fund your Account, a “Prepaid Credit”). For each payment to your Account for a Prepaid Credit, you must issue an electronic purchase order to us at the address specified in the Questions and Contact Section below and simultaneously pay the corresponding Prepaid Credit amount via check payable in US dollars or via wire transfer to an account we provide you. All terms in such purchase order which conflict with or purport to supplement or otherwise add to or differ from these Terms shall be of no effect and shall not apply to the Services. The Prepaid Credits may be paid in the amounts set forth in the Policies only, and may not be paid in any other amounts, unless otherwise expressly agreed by Maverix. Unless otherwise expressly set forth herein, Prepaid Credits are non-refundable.
4. User Submitted Data
Users may provide, post, import, upload, input or submit and make certain content, information and data available to other Users of the Services, with respect to the Account Space, the Community Space, and the Public Space (such content, which includes, without limitation, Sequenced Data, “User Content”). Subject to applicable law, we take no responsibility and assume no liability for such User Content of yours or of any third party, or for any loss or damage to or by any User Content. Although we have no obligation to screen, edit, or monitor any User Content posted on or transmitted through the Service, we reserve the right, and have the discretion, to remove, screen, and edit any User Content posted, stored, or transmitted on or through the Service at any time and without notice. Moreover, although we provide you with the opportunity to use the User Space, and to designate User Content as accessible to certain other Users, we make no representation or warranty that access to such Content, or to any User Space, by unauthorized individuals or entities will not occur, subject to applicable law.
B. User Content
C. Your Information and Privacy
D. Representations and Warranties
If you post or transmit any User Content on or through the Service, including, without limitation, Sequenced Data, then you represent and warrant that (A) you own and control all of the rights to the User Content that you upload, post or transmit, or you otherwise have the right to post such User Content to the Service and have obtained all necessary informed consents, and you permit the use of such User Content by us and by other Users of the Service in accordance with these Terms; (B) all Data is de-identified in accordance with the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”) to the extent applicable or other applicable privacy laws; (C) you have obtained any and all consents, waivers, authorizations and, if applicable, institutional or independent review board (IRB) approvals necessary to provide the User Content for use on the Service; and (D) the use and posting of User Content you supply does not violate these Terms, will not violate any rights of or cause injury to any person or entity, and will not otherwise create any harm or liability of any type for us or for third parties.
5. Use Restrictions
A. Genetic Data and User Content
You may not make any attempt to engage in any use of the Services that could potentially harm, marginalize, or discriminate against individuals or populations, whether in health diagnosis or medical treatment, insurance, employment, or other manners. You must de-identify any genomic, molecular, phenotypic and other genetic data from human sources prior to uploading them on the System in a way that would not allow the tracking back to an individual and in compliance with applicable privacy laws. Under no circumstances may you identify, or make any attempt to identify, individual humans to which any data may pertain. All User Content you submit must be de-identified in accordance with all applicable privacy laws and regulations. You shall obtain the necessary consents to use Sequenced Data and User Content, in the manner in which you intend to, or actually do use, the Services, with respect to such User Content. You may not disclose personal information about a third person on the Service or obtained the consent of such person. You may not collect information about Users.
You may not upload or otherwise transmit to, or through the Service any information, content, or materials that infringe, misappropriate, or violate any patent, trademark, trade secret, copyright, privacy, confidentiality, or other rights of any third party, including by incorporating any such information content, or materials in User Content.
C. Sensitive Content
You may not upload or otherwise transmit to, or through the Service any (i) unlawful, harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable User Content of any kind; (ii) any User Content that can cause harm or delay to the Service or computers or networks of any kind; or (iii) trade or medical secrets or information for which you have any obligation of confidentiality or professional secrecy.
D. Usage Restrictions
You may not (i) upload or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services; (ii) undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, reproducing, renting, leasing, decompiling, disassembling or hacking of any aspect of the Service or any part thereof, or attempt to do any of the foregoing or otherwise attempt to use or access any portion of the Service other than as intended by us or provided to you; (iii) reproduce, distribute, publicly display, publicly perform, sell, trade, resell or exploit any portion of the Service, use of the Service, access to the Service or Content obtained through the Service, for any purpose other than as expressly permitted by these Terms; (iv) upload or otherwise transmit to or through the Service any Content that violates, or causes us or our affiliates or third party service providers to violate, any applicable law, regulation, or order of any governmental authority in any jurisdiction; (v) frame, embed or otherwise pass-off Content obtained from the Service in such a manner as to present it as originating from a source other than the Service (except for User Content provided by you); and (vi) use the Services in violation of any laws, including privacy laws.
E. Malicious Code
You may not post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may, or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service.
You may not remove, disable, damage, circumvent or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any part of the Service or any Content on the Service, features that limit or prevent access to any Spaces, or features that enforce limitations on the use of the Service or any Content on the Service.
G. Automated Tools
You may not use any scraper, spider, robot or other automated means of any kind to access the Service, deep-link to any feature or any Data or Content on the Service, or bypass measures we may use to prevent or restrict access to the Service.
6. Term and Termination
Your Account remains in effect unless you cancel it voluntarily, or it is canceled by Maverix in accordance with these Terms.
B. Termination by You
To terminate your account, please e-mail Maverix at email@example.com.
C. Termination by Us
In the event you are in breach of these terms, we may immediately terminate your Account and shall provide you with prompt notice thereof, or we may suspend your access to your Account. In the event of such suspension we will reasonably work with you to address such breach and will resume the Services for you when we are reasonably satisfied that the breach will not recur; if we do not reasonably believe that such breach will not recur, then we may still terminate your account.
D. Effect of Termination
In the event your Account is terminated, all User Content and any other data, information, or materials you provide to us does not need to be returned to you, we have no obligation to keep it for any period of time and we may delete or destroy it. All Logins connected to your Account will cease working upon such termination. Any Prepaid Amounts remaining in your account will be forfeited and will not be returned to you, regardless of the reason for the termination.
Any materials, including but not limited to comments, suggestions, identifying potential errors and improvements, ideas, or other information, provided by you in the form of email or other submissions to us (collectively, “Feedback”) can be used by Maverix except as otherwise prohibited by applicable law, are non-confidential and you hereby grant to us and our subsidiaries and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use your Feedback for any purpose without compensation or attribution to you. Maverix will not disclose any personal information about you that you may have provided in connection with such feedback to unauthorized persons.
8. Confidential Information
A. Confidential Information – Definition
Either party (“Receiving Party”) may have access to Confidential Information of the other party (“Disclosing Party”), or its licensors (“Confidential Information”). Confidential Information includes only that information that is marked or otherwise identified as confidential or proprietary, or that a reasonable person would understand to be confidential in light of nature of the information and the circumstances of its disclosure, or that is subject to professional medical confidentiality obligations or secrecy laws. Your Confidential Information will include your Sequencing Data and your User Content, except with respect to those portions that you choose to make available to others on the Service, including on the Public Space, the Account Space, or the Common Space. Our Confidential Information will include, without limitation (i) the Services, and all related documentation, applications and tools made available to you including User all Content and User Content (except your User Content); (ii) nonpublic know-how, inventions (whether or not patentable), techniques, methods, algorithms, product and software design and architecture, computer code, design and functional specifications, product requirements, problem reports, performance information, interfaces, and other technical or business information relating to the Service; (iii) Logins issued to Users.
B. Use and Disclosure Restrictions
Except as otherwise permitted herein each party (as Receiving Party) agrees: (i) to take reasonable measures to protect the Confidential Information of the Disclosing Party from unauthorized disclosure or use; (ii) to use such Confidential Information only for the performance of its obligations and exercise of its rights hereunder; and (iii) disclose Confidential Information of the Disclosing Party only to those of the Receiving Party’s employees, consultants or contractors who have a need to know such information and are bound by obligations of confidentiality at least as stringent as those contained herein with respect to such Confidential Information. Further, you will not design or develop, or authorize the design or development of, any other product, software, materials or services using any of the algorithms, methods, or techniques contained in our Confidential Information, including the Service.
Unless confidential treatment is required under applicable law, the foregoing restrictions pertaining to the Confidential Information will not apply to the extent any information: (i) is or becomes publicly known through no act or omission of the Receiving Party; (ii) is or becomes known by the Receiving Party without restriction on use or disclosure before receipt from the Disclosing Party; or (iii) is independently derived by the Receiving Party without reliance on the Disclosing Party’s Confidential Information. In addition, the Receiving Party may use or disclose Confidential Information to the extent it is legally compelled to disclose such Confidential Information, provided, however, that, prior to any such compelled disclosure it will cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information, in accordance with applicable law.
The Service logo, the Maverix logo, and any other product or service name or slogan contained on the Service are trademarks or registered trademarks of Maverix and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable trademark holder. All other trademarks, registered trademarks, product names and company names or logos mentioned on or with respect to the Service are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by us, or vice versa.
We, our affiliates, and our suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Service. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you in the Services and all such rights not granted are hereby reserved.
Certain portions of the Service use the UCSC Genome Browser. Copyright © The Regents of the University of California, All Rights Reserved.
Certain portions of the Service use the BLAT Genome Alignment Software that is licensed from Kent Informatics, Inc. – www.kentinformatics.com.
We respect the intellectual property rights of others, and ask you to do the same. It is our policy to terminate the access privileges of those who infringe the copyright rights of others. If you believe that your work has been posted on the Service in a way that constitutes copyright infringement, please contact us, set further set forth in the Policies.
11. Third-Party Content
A. External Content
The Service may contain links to Web pages and content of third parties (“Third-Party Content”). We do not monitor, endorse, or adopt, or have any control over, any Third-Party Content. We undertake no responsibility to update or review any Third-Party Content and can make no guarantee as to its accuracy or completeness. Additionally, if you follow a link or otherwise navigate away from the Service, please be aware that these Terms will no longer govern, other than with respect to Content you have obtained on the Service, with respect to your activities off of the Service. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content provider to which you navigate from the Service. You access and use Third-Party Content at your own risk.
B. Advertisers and Sponsors
Within the Services, Advertisements and Sponsorships are identified by the words “Advertisement,” “Sponsored,” or similar language. Advertisers and Sponsors pay Maverix to promote their companies and products. On the Services, when you see an indication of an Advertisement or Sponsorship, this indicates to you that an Advertiser may have paid a fee to (a) establish a link from the Services to the Advertiser’s or Sponsor’s web site, product information, or other content; and/or (b) have the Advertiser’s or Sponsor’s name associated with other content accessible through the Services. The presence of an Advertisement or Sponsorship is not, and shall not be construed as, any endorsement or recommendation by Maverix of the product and/or service advertised, or of the Advertiser or Sponsor.
You will defend, indemnify and hold harmless Maverix, its subsidiaries, affiliates, partners and third-party advertisers and their respective directors, officers, agents, employees, licensors, and suppliers from and against any costs, damages, expenses, claims, and liabilities (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your use of the Service, your violation of these Terms, or your violation of any rights of a third party, including any intellectual property rights of a third party, or a violation of any data protection or privacy laws.
13. Warranties and Disclaimers
A. Not Medical Advice
All Content accessible through the Services is for informational purposes only. Neither the Content nor the Services are a substitute for professional advice on any matter, medical or otherwise. Always seek the advice of a qualified health professional on any matter that may affect your or someone else’s health or well-being, or before taking any drug, changing your diet or commencing or discontinuing any course of treatment or recommending any of the foregoing to anyone else. Never disregard or delay seeking professional advice because of the Content or Services, in whole or in part. No part of the Content or Services is regulated or evaluated by the Food and Drug Administration (“FDA”) or any other local agency or regulator. Neither the FDA nor any other regulator, agency or government has approved of the Content or Services. Maverix does not recommend or endorse any treatment, institution, professional, physician, product, procedure or other information that may be mentioned in the Content or Services.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE SERVICE (INCLUDING ITS CONTENT), ANY USER CONTENT, AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE ON OR THROUGH OR IN RELATION TO THE SERVICE, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR AVAILABILITY, OR OTHERWISE. YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT ACCESSIBLE ON OR THROUGH THE SERVICE (INCLUDING USER CONTENT), IS AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MAVERIX AND ITS OFFICERS, DIRECTORS, LICENSORS, AND SUPPLIERS, HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MAVERIX, ANY EMPLOYEE OR REPRESENTATIVE OF MAVERIX OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. MAVERIX AND ITS OFFICERS, DIRECTORS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, OR ANY CONTENT (INCLUDING USER CONTENT) AVAILABLE THROUGH THE SERVICE, WILL BE SECURE, UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USING, ACCESSING, DOWNLOADING, OR OTHERWISE OBTAINING CONTENT (INCLUDING USER CONTENT) THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
ADDITIONALLY, MAVERIX AND ITS LICENSORS AND SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY REGARDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS AND THE NON-INFRINGEMENT THEREOF THAT MAY APPLY TO THE USE OF ANY CONTENT (INCLUDING USER CONTENT) AVAILABLE ON OR THROUGH THE SERVICE.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
14. Limitation of Liability
A. Damages Disclaimer
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, IN NO EVENT WILL MAVERIX OR ITS AFFILITIATES OR THEIR OFFICERS, DIRECTORS, LICENSORS, OR SUPPLIERS BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE SERVICE OR ANY CONTENT (INCLUDING USER CONTENT) MADE AVAILABLE THROUGH THE SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF MAVERIX OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES).
B. Liability Cap
THE MAXIMUM TOTAL AGGREGATE LIABILITY OF MAVERIX OR ITS AFFILITIATES OR THEIR OFFICERS, DIRECTORS, LICENSORS, OR SUPPLIERS TO YOU FOR ALL CLAIMS UNDER THESE TERMS OR OTHERWISE IN CONNECTION WITH THE SERVICE AND ANY CONTENT (INCLUDING USER CONTENT), WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS THE AMOUNT OF FEES INCURRED BY YOU DURING THE THREE (3) MONTH PERIOD PRECEDING THE CLAIM.
C. Saving Clause
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU TO THE EXTENT SO DISALLOWED. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MAVERIX, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN UNDER THESE TERMS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
D. Failure of Essential Purpose
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.
15. Consent to Electronic Communications
By using the Service, you consent to receiving electronic communications from us in relation to your use of the Service. These communications may include notices about your account and information concerning or related to the Service. These communications do not include marketing communications for which you will be asked to provide explicit consent. You agree that any notices, agreements, disclosures, or other communications in relation to your use of the Service that we send to you electronically will satisfy any applicable legal communication requirements, including any requirement that such communications be in writing.
16. General Legal Notices
Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable pursuant to applicable law will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. Any provision in these Terms that by its nature should survive the termination of your access to the Service or any termination of these Terms (including, without limitation, provisions governing indemnification, limitations on liability, disclaimers of warranty, and ownership of intellectual property) will continue to remain in full force and effect after any such termination. Without limiting any of the terms herein, we are not responsible for any failure to provide the Service of other Service-related issues to the extent due to circumstances beyond our reasonable control.
To the extent allowed under applicable law, these Terms are governed by the laws of the State of California, excluding conflict of laws principles. Any controversy or claim arising out of or relating to the Service or these Terms must be commenced within one year after the claim arose and will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in San Francisco, California and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by California law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration.
These Terms and the Policies constitute the entire agreement between you and Maverix concerning the Service, as well as all Content (including User Content) available on or through the Service. These Terms supersede all prior agreements or communications between you and Maverix regarding the subject matter of these Terms.
Maverix may update the Policies from time to time and we encourage you to review and check for the latest Policy documents. We will notify you when the Policies have been updated by posting appropriate notices on the Service.
17. Questions & Contact Information
If you have any questions or concerns about the Service, or these Terms, you may contact Maverix via email at firstname.lastname@example.org or write us at:
Maverix Biomics, Inc.
Attn: Terms of Service
1875 South Grant Street
San Mateo, CA 94402