Terms of Use

These Terms of Use (“Terms”) govern your use of our website at https://sapient.bio and any other sites, pages, applications, or features on which these terms are posted (collectively, our “Site”). These Terms are entered into by and between you and Sapient Bioanalytics, LLC, or affiliates, and subsidiaries (“Sapient”, “we”, “us”, or “our”).

1. Acceptance of these Terms

Please read the Terms carefully as they affect your legal rights and obligations and govern your use of the Site.

You agree and are bound to these terms by accessing or using the Site, contacting us, or clicking “I agree” OR “I accept” where relevant.

IF YOU DO NOT AGREE TO BE BOUND TO ALL OF THESE TERMS, DO NOT USE THE SITE.

1.1 Eligibility

You must be at least 18 years old to or use the Site. If you are under 18, you must not access or use the Site.

1.2. Arbitration and Class Action Waiver

THESE TERMS GIVE SAPIENT THE RIGHT TO REQUIRE DISPUTES BE RESOLVED ONLY BY FINAL AND BINDING ARBITRATION (AND NOT BY COURT LITIGATION), IN ITS SOLE DISCRETION. THIS MEANS THAT YOU WAIVE ANY RIGHT TO A JURY TRIAL AND WAIVE ANY RIGHT TO BRING CLASS ACTIONS AGAINST. (See Section 10 on Dispute Resolution for complete details.)

1.3. Additional Terms

In some cases, additional and different terms may apply (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless expressly stated otherwise.

2. Information you Submit

You agree to provide only true, accurate, current, and complete information at all times. If we reasonably believe you provided any untrue, inaccurate, misleading, outdated, or incomplete information, we have the right to suspend or terminate your account and deny you access to any or all features of the Site.

2.1. Privacy Policy

When you access or use the Site, we may collect information that identifies, describes, or is reasonably capable of being associated with you (“Personal Information”). Our collection, use, and disclosure of your Personal Information is governed by our Privacy Policy. By using the Site or otherwise providing your consent, you agree to the terms of our Privacy Policy.

2.2. User Content

The Site may allow you and others to post messages, pictures, review, or other content in forums, blogs, message boards, social networking, and other platforms (“User Content”). Except as otherwise expressly stated in writing, you agree that your User Content will be treated as non-confidential, non-proprietary information that is not your Personal Information to the fullest extent permitted by law. You grant Sapient an unrestricted, unconditional, non-exclusive, unlimited, worldwide, irrevocable, perpetual, and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, reformat, translate, archive, store, cache, or otherwise exploit in any manner or formats whatsoever, all or any portion of your User Content or other information you submit to Sapient for any purpose on or through any media. You agree that you own or have obtained all rights, title, authorizations, or permissions to the User Content you submit that are necessary to grant all of the rights and licenses to Sapient described in these Terms. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

2.3. Security of Information

You also acknowledge that the Internet may be subject to breaches of security and that User Content, Personal Information, or other information you submit to the Site may not be secure, and you have considered and assumed such risks before submitting any information to Sapient.

3. Your Rights and Responsibilities

If you do not uphold your responsibilities or breach any of these Terms, we may block or prevent you from using the Site and you are responsible for any damages caused and you may be required to indemnify us as set out in the Section 8 on Indemnification below.

3.1. Do not do Anything Illegal

You may only use the Site for lawful purposes and as described in these Terms. You must not to use the Site:

In any way that violates any federal, state, local or international laws or regulations (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
To impersonate or attempt to impersonate Sapient, our employees, or agents, another user, or any other person or company; or,
To exploit, harm, or attempt to exploit or harm anyone else in any way.

3.2. Do not Misuse the Site

Do not use the Site in any way to gain any unauthorized use of or access to data, the Site, or our systems and networks. You must not:

Use the Site in a way that could disable, disrupt, overburden, damage, or impair any parts or functionality of the Site, our servers, or other computing resources, including any other user’s use of the Site or their ability to engage in real-time activities through the Site;
Use manual or automatic devices, software, or processes like malware, bots, trojans, worms, logic bombs, or other means to leverage the Site for any improper purpose, including monitoring users, copying any data, running analytics, or conducting research;
Attack the Site via a denial-of-service attack or a distributed denial-of-service attack;
Engage in any conduct that restricts or inhibits any user’s use or enjoyment of the Site; or,
Otherwise attempt to interfere with the proper working of the Site, or our systems and networks.

3.3. Do not Misuse our Intellectual Property

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of our Intellectual Property (as defined in Section 4 below).

3.4. Be Respectful

To the extent you may interact with Sapient, our employees, representatives, or other users, please be respectful and do not engage in any discriminatory, harassing, or threatening behavior.

4. Intellectual Property

You acknowledge and agree that the Site, and its entire contents, features, and functionality (including but not limited to all information, technology, software, text, displays, images, video, audio, name, logo, service names, designs, slogans, and trademarks, and the design, selection, and arrangement thereof) are owned or licensed by Sapient, our licensors, or other providers of such material and are protected by US and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws (our “Intellectual Property”).

You are only permitted to access the Site as expressly authorized in these Terms. These Terms do not transfer any right, title, or interest in our Intellectual Property to you. You agree that you will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of our Intellectual Property.

5. Third Party Links and Content

The Site may include links to or content provided by third parties. Sapient does not maintain or own this content and we do not do not imply approval, sponsorship, or endorsement of these other sites and we have not reviewed these other sites. If you decide to leave our Site to access third-party sites, you do so at your own risk. You agree that Sapient does not assume responsibility for any products, content, services, websites, advertisements, offers, or information that is provided by third parties and made available through the Site.

6. Disclaimer of Warranties

YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SAPIENT NOR ANY PERSON ASSOCIATED WITH SAPIENT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER SAPIENT NOR ANYONE ASSOCIATED WITH SAPIENT REPRESENTS OR WARRANTS THAT THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. SAPIENT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

7. Limited Liability

IN NO EVENT WILL SAPIENT, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE TOTAL AMOUNT YOU HAVE PAID TO SAPIENT FOR ANY SERVICES IN THE PRECEDING TWELVE (12) MONTHS OR ONE HUNDRED UNITED STATES DOLLARS ($100.00), WHICHEVER IS GREATER.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Indemnification

8.1 Obligations

You agree to indemnify, defend, and hold harmless Sapient, our affiliates, and our respective officers, directors, members, managers, agents, employees, personnel, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, lawsuits, losses, injuries, damages, liabilities, judgments, costs and expenses including reasonable attorneys’ fees, experts’ fees and court costs (each a “Claim”) arising out of or in connection with (i) a breach of these Terms or any other applicable terms by your, including any allegation that, if true, would constitute a breach; and/or, (ii) the negligent acts or omissions, errors, or intentional wrongdoing by you, your employees, subcontractors, agents, or other legal representatives.

8.2 Procedures

We will notify you of any Claim promptly after we learn about it; provided, however, that your obligations under this Section shall continue even if we do not provide you with prompt notice of any such Claim, so long as you are not materially prejudiced as a result. At our sole discretion, we shall control the proceedings relating to a Claim or allow you to do so, at your sole cost and expense. Under no circumstance may you settle any Claim without the consent of the applicable Indemnified Parties, which shall not be unreasonably withheld. To the fullest extent permitted by law, such settlement shall not admit liability on the part of any Indemnified Party or imposes any liability or obligation upon such Indemnified Party. If you fail to timely undertake the defense of a Claim, each of the applicable Indemnified Parties shall have the right, but not the obligation, themselves to undertake, or to have another for them to undertake, the defense (including settlement) of such Claim, which shall be on behalf of, for the account of, at the sole cost and expense of, and at the sole risk of, you.

9. Governing Law and Jurisdiction

All matters relating to the Site, these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the County of San Diego, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

10. Dispute Resolution

IMPORTANT: BY ACCEPTING THESE TERMS YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

If you have any issue or dispute with Sapient, you agree to first contact us at inquiries@sapient.bio and attempt to resolve the dispute with us informally. If we are not able to resolve the dispute informally, you agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of, in connection with, or relating to these Terms by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA.

Each party will be responsible for paying their respective AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

ANY CLAIMS YOU BRING AGAINST SAPIENT MUST BE IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS REPRESENTATIVE OR MEMBER IN ANY PURPORTED CLASS ACTION PROCEEDING.

11. Waiver and Severability

Our failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

12. Entire Agreement

These Terms, our Privacy Policy, and any Additional Terms you enter into with Sapient, shall constitute the entire agreement between you and the Company with respect to the Site and any use of the Site.

13. Changes

We may change or update these Terms from time to time. If we change these Terms, we will post the updated Terms here, and those changes will go into effect on the “Last Updated” below. If any of these changes are material, we will take reasonable steps to notify you and, if necessary, obtain your consent.

Your continued use of the Site will constitute acceptance of the new Terms. If you do not agree to the new Terms, you must stop using the Site.

14. Contact Us

If you have any questions or comments about these Terms please contact us at inquiries@sapient.bio.