Genoox Terms and Conditions
Last Modified: May 9, 2019
Terms and Conditions
We at GNX Data Systems, Inc., along with our related, affiliated, parent, and/or subsidiary companies (collectively “Genoox”) welcome you to utilize Genoox’s products and services (collectively the “Products and Services”) which are available to you through our website and other platforms. Our Products and Services include our analytic tools and platforms that allow you to conduct automated variant classification based on professional standards guidelines, such as those of the American College of Medical Genetics and Genomics (“ACMG”) and the Association for Molecular Pathology (“AMP”). Our Products and Services, among other things, suggest the classification of variants in accordance with standardized guidelines, but you, or the appropriate health care professional, are responsible for making the final determination of classification.
Please read these terms and conditions (“Terms and Conditions”) carefully before you start to use our Products and Services. By using our Products and Services you accept and agree to be bound and abide by these Terms and Conditions and our Privacy Statement, found at https://www.genoox.com/privacy-policy/ incorporated herein by reference. If you do not want to agree to these Terms and Conditions or the Privacy Statement, you must not access or use our Products and Services.
Changes to the Terms and Conditions
We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of our Products and Services thereafter. Your continued use of our Products and Services following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Our Products and Services (our analytic tools) are intended to assist geneticists, physicians, genetic counselors, bioinformaticians, variant scientists, data and other scientists and health care professionals including laboratories (collectively “Professionals”). Our automated variant classification tools are informed by professional standards and guidelines.1 We provide a platform for Professionals to align, annotate, add Submitted Data, interpret, analyze, search, classify, and generate clear annotated reports that suggest the classification of variants in accordance with standardized guidelines. Professionals are responsible for making the final determination of classification and selecting the variants to be reported. The Products and Services are for research purposes only. Genoox does not, and our Products and Services do not and are not intended to diagnose, treat, cure, mitigate, or prevent any disease or condition. The diagnostic and treatment determinations are the sole responsibility of an authorized health care professional. If you are not a Professional and are accessing our Products and Services, please only do so in consultation with your treating health care provider. Genoox and any of our Products and Services only supply data, annotations and suggested classifications back to the requesting user. Users are responsible for any further dissemination of the results in accordance with applicable laws, including applicable privacy laws and regulations, clinical guidelines, and consents.
Our Products and Services are intended only for individuals who are: (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law. If you do not meet these criteria, please do not use our Products and Services. If the Submitted Data (as defined here or in our Privacy Statement) you upload requires consent of the patient or the patient’s guardian, you understand you are solely responsible for obtaining that consent, and by submitting the Submitted Data you represent to us that you have done so.
Accessing our Products and Services and Account Security
We reserve the right to withdraw or amend our Products and Services and any service or material we provide on through any Products and Services we offer, in our sole discretion and at any time without notice. We will not be liable if for any reason all or any part of our Products and Services are unavailable at any time or for any period. From time to time, we may restrict users’ access (including access by registered users) to some or all parts of our Products and Services.
In order to access some of the analytic capabilities provided through our Products and Services, you may be required to register with us. If you do so, you are responsible for maintaining the confidentiality of the password and username, and are fully responsible for all activities that occur under your password or username. In addition, it is a condition of your use of our Products and Services that all the information you provide to us is correct, current and complete. Genoox may require you to provide us with your personal contact and verification information, such as your: name, company name (if applicable), position or role in your company (if applicable), address, phone number, provider number (if applicable), fax number and email address (“Your Information”). You agree that all information you provide is governed by our Privacy Statement, and you consent to all actions we take with respect to any information you provide consistent with this Terms and Conditions and our Privacy Statement. Please immediately notify us of any unauthorized use of your password or username or any other breach of security by contacting us at [email protected] You release and hold harmless Genoox and any of our Product and Services from any and all claims and causes of action arising out of or resulting from a third party’s unauthorized use of your username and password.
You are responsible for:
You are prohibited from violating or attempting to violate the security of our Products and Services including, without limitation: (1) accessing data not intended for you or logging onto a server or an account you are not authorized to access; (2) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (3) accessing or using our Products and Services or any portion thereof without authorization, in violation of these Terms and Conditions or in violation of applicable law; or (4) using software to access our Products and Services. Violations of system or network security may result in civil or criminal liability. Genoox will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of our Products and Services, including but not limited to or any activity being conducted on our Products and Services.
Intellectual Property Rights
Our Products and Services, their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, platforms, algorithms, technology, any information, services, texts, files, the design, selection and arrangement thereof and any modifications, enhancements and derivatives thereof and), are owned by Genoox its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Genoox and its associated logos are our trademarks and/or service marks. You are granted no right or license with respect to any of the aforesaid trademarks, service marks or logos.
Certain materials available on or through our Products and Services are our Works (content we own, created, authored, purchased, or licensed or which we shall own, author, create, purchase, or license). Our Works may be protected by copyright, trademark, patent, trade secret and/or other laws, and we reserve and retain all rights in our Works and in our Products and Services. We hereby grant you a limited non-assignable license to access and make use of our Products and Services for scientific purposes. This license does not include any resale or commercial use of our Products and Services or their content, or any derivative use of our Products and Services, or their content.
The above described license is conditioned on your compliance with these Terms and Conditions, and shall terminate automatically upon termination or violation of these Terms and Conditions. If you breach any provision of these Terms and Conditions, any license you have obtained will be automatically rescinded and terminated. You must not remove, delete, or alter any watermark or other digital rights management technology or other information, including where it is attached to a copy of a photograph or video, related to the photograph or video’s identification number, transactional terms, copyright owner, licensee, licensor, author, or date of creation or publication. Such conduct is prohibited by law. Genoox owns and will continue to own all right, title, and interest in and to (i) our Products and Services including, to the extent allowed by law and otherwise without limitation, all source code, object code, operating instructions, and interfaces developed for or relating to our Products and Services; (ii) logos, graphics, icons and images as well as the assembly and arrangement thereof; (iii) all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works of the foregoing, and all intellectual property rights therein. Except as expressly permitted in these Terms and Conditions, You have no rights in or to any of the foregoing.
By submitting data through our Products and Services you are granting Genoox a free and irrevocable perpetual license to utilize your De-identified Information, and Submitted Data (as defined here or in our Privacy Statement) and any Derived Data based thereon (as defined below) for any purpose. You understand that you are not entitled to any compensation from Genoox or its partners for the use of your De-identified Information or Submitted Data or any Derived Data based thereon.
You agree that Genoox may monitor your use of the Services and collect, derive, analyze compile, use and disclose Derived Data based on such use and/or based on your De-identified Information and Submitted Data input into the Services. “Derived Data” means any data, analyses and information that is in an aggregated and anonymized form and that is derived from your use of the Services and your De-identified Information and Submitted Data, including statistical and performance information related to the provision, operation and use of the Services, file types and sizes, instrument diagnostics, biases, errors, frequencies and trends within and across data, general platform trends, products and services, features used, reagents used, instrument type and identifiers. By submitting data through our Products and Services you are granting Genoox, all of your right, title, and interest in Derived Data, and all intellectual property rights therein. You shall have no right of attribution, approval or compensation from Genoox or any other party with respect to Derived Data. You agree that Genoox may (i) make Derived Data publicly available in compliance with applicable law, (ii) use Derived Data to the extent and in the manner permitted under applicable law; (iii) use Derived Data to improve our Products and Services; (iv) use Derived Data to understand the needs of Professionals using our Products and Services; and (v) share Derived Data with its business partners, research partners or customers; provided that such Derived Data do not identify you. You represent and warrant to Genoox that you have (or have obtained) sufficient right, title and interest to the Derived Data (and all intellectual property rights therein) to assign such Derived Data (and all intellectual property rights therein) to Genoox for use pursuant to these terms and conditions.
You may use our Products and Services solely for lawful purposes and in accordance with these Terms and Conditions. You agree not to use our Products and Services, including but not limited to, in the following ways:
Additionally, you agree not to:
Changes to our Products and Services
We may update our Products and Services from time to time, but the content is not necessarily complete or up-to-date. Any of the material on our Products and Services may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to and Uses of our Products and Services
All information we collect on our Products and Services is subject to our Privacy Statement. By using our Products and Services you consent to all actions taken by us with respect to Your Information, Other Information (as defined in our Privacy Statement) and the Submitted Data you provide to Genoox and our Products and Services in compliance with the Privacy Statement.
Links from our Products and Services
If our Products and Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to our Products and Services you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or our Products and Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Products and Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR PRODUCTS AND SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR PRODUCTS AND SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON OUR PRODUCTS AND SERVICES, OR ON ANY WEBSITE LINKED TO THEM.
YOUR USE OF OUR PRODUCTS AND SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH OUR PRODUCTS AND SERVICES IS AT YOUR OWN RISK. OUR PRODUCTS AND SERVICES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH OUR PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GENOOX NOR ANY PERSON ASSOCIATED WITH GENOOX MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF OUR PRODUCTS AND SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER GENOOX NOR ANYONE ASSOCIATED WITH THE GENOOX REPRESENTS OR WARRANTS THAT OUR PRODUCTS AND SERVICES, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR PRODUCTS AND SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PRODUCTS AND SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT OUR PRODUCTS AND SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
GENOOX DOES NOT GUARANTEE OR WARRANT ANY PARTICULAR RESEARCH RESULT OR OUTCOME FROM USE OF THE PRODUCTS AND SERVICES; ANY USE OF RESEARCH OR OTHER OUTPUT THAT RESULTS FROM YOUR USE OF THE PRODUCTS AND SERVICES IS AT YOUR SOLE RISK AND IS YOUR SOLE RESPONSIBILITY.
GENOOX 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.
Limitation on Liability
TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL GENOOX BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, LOST PRODUCTION, LOST REVENUES, OR LOST PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER GENOOX WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL GENOOX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE DOLLAR (US$1).
YOU ACKNOWLEDGE THAT THE EXCLUSION OF DAMAGES AND LIABILITY LIMIT DESCRIBED ABOVE ARE AN ESSENTIAL PART OF THESE TERMS AND CONDITIONS AND WITHOUT SUCH PROVISIONS GENOOX WOULD NOT PROVIDE THE SERVICES FOR FREE.
You agree to defend, indemnify and hold harmless Genoox, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms and Conditions or your use of our Products and Services including, but not limited to, any use of our Products and Service, their content, services and products other than as expressly authorized in these Terms and Conditions or your use of any information obtained from our Products and Services.
Governing Law and Jurisdiction
All matters relating to our Products and Services and these Terms and Conditions 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 and Conditions or the licenses granted hereunder will 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 city of Paolo Alto and County of Santa Clara, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms and Conditions 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. ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO OUR PRODUCTS AND SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN RESPECT THEREOF.
Waiver and Severability
No waiver of by Genoox of any term or condition set forth in these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Genoox to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.
If any provision of these Terms and Conditions 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 and Conditions will continue in full force and effect.
In some cases, you (or the organization you work for) may enter into a separate agreement with Genoox to gain access to our Products and Services. In the event there is a conflict between the terms of that agreement and these Terms and Conditions, the terms of the agreement will supersede the conflicting term of these Terms and Conditions.
Genoox acknowledges that its Products and Services include data from third parties, including those found at the following reference page.
Your Comments and Concerns
All notices of copyright infringement claims, other feedback, comments, requests for technical support and other communications relating to our Products and Services should be directed to: [email protected]
Thank you for using Products and Services.