Date of Last Revision: 07/30/14
These are the Terms of Service for the ActX.com website.
These are not the primary Terms of Service for registered Patients, Practices, Enterprises, Physicians, or Healthcare Providers who should refer to the Terms of Services accepted when they registered or use the ActX Genomic Services.
These Terms of Service do not replace or alter in any way the terms and conditions accepted when a Patient, Physician/Provider or Practice/ Enterprise registers with ActX, or accepts changes to those terms and conditions.
Please read these terms of service (Service Terms) carefully. ActX wishes to provide you with an excellent user experience based upon a clear understanding of our respective legal rights and obligations. You may accept these terms by actually using ActX’s web sites (“Services”). You understand and agree that ActX will treat your use of the Services as acceptance of the terms from that point onwards.
While these Service Terms govern your access to, and use of, the Services, they do not alter in any way the terms or conditions of any written agreement you may have with ActX, or its subsidiaries or affiliates, If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Service Terms on such entity's behalf.
ActX reserves the right to change or modify any of the terms and conditions contained in these Service Terms or any policy or guideline, at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the ActX’s websites or Services . Your continued use of ActX Services following the posting of its changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review these Service Terms and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended terms, you must stop using the Services. You warrant and attest that you are at least fourteen (14) years of age.
All other questions or comments about the Services should be directed to info@ActX.com.
If you provide us with any feature requests, comments, suggestions or other feedback ("Feedback"), you hereby: (i) agree that such Feedback is provided on a non-proprietary and non-confidential basis, and (ii) grant us a perpetual, non-exclusive, worldwide, fully paid-up, irrevocable license, with the right to sublicense through multiple levels of sublicensees, to incorporate, disclose, and use without limitation the Feedback for any purpose.
2. Registration for the Service.
For certain Services, you may be required to register. You agree that any such information you provide is accurate and up to date. Failure to do so constitutes a breach to these Service Terms and may result in a termination of your account and access to the Services. From time to time, you may be asked to confirm your email address via an email message.
3. Consent to Receive Emails and Notice
You may "opt out" of receiving account-related emails from ActX at any time. The parties hereto may give legal notice by means of electronic mail, which electronic mail shall be considered delivered when sent. The notice address of ActX shall be support@ActX.com (or such other address as is provided by ActX to you) and your address for the receipt of notices pursuant to this Agreement shall be the most recent email address that you have provided to ActX.
4. Copyright and Limited License
Unless otherwise indicated, the Services and all content on the Services, including, without limitation, the ActX logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Materials") are the property of ActX, its licensors or its customers and are protected by U.S. and international copyright laws.
To the extent that ActX grants you access, you are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services. Such license is subject to these Service Terms and does not include or authorize: (a) any resale or commercial (non-personal) use of the Services or the Materials therein; (b) the distribution, public performance or public display of any Materials; (c) modifying or otherwise making any derivative uses of the Services or the Materials, or any portion thereof; (d) use of automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Services; (e) downloading (other than page caching) of any portion of the Services, the Materials or any information contained therein, except as expressly permitted; (f) any attempt to gain unauthorized access to ActX’ computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Services; or (g) collection or harvesting of any personally identifiable information, including, but not limited to, company names, domain names or account names, from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes; (h) use of any portion of the Services as a destination linked from any unsolicited bulk messages or unsolicited commercial messages; (i)any use of the Services or the Materials other than for their intended purpose; (j) copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of any software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by ActX, in writing. Any use of the Services or the Materials other than as specifically authorized herein, without the prior written permission of ActX, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Service Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
6. DIGITAL MILLENNIUM COPYRIGHT ACT
ActX responds to notices of alleged copyright infringement. This page describes the procedures related to allegations of infringement. The form of notice specified below is consistent with the form suggested by the United States Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Website, http://www.copyright.gov).
ActX’ response to these notices may include removing or disabling access to allegedly infringing Materials and/or terminating access. If we remove Materials or terminate access in response to such a notice, we will make a good-faith attempt to contact the party that uploaded such Materials so that they may make a counter notification.
To file a notice of infringement with us, please provide a written communication (by fax or regular mail -- not by email) that sets forth the items specified below. Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that infringe your copyrights.
To expedite ActX’ ability to process your request, please use the following format (including section numbers):
Identify in sufficient detail the copyrighted work that you believe has been infringed (for example, "The copyrighted work at issue is the text that appears on http://www.______.com/_______.html") or other information sufficient to specify the copyrighted work being infringed (for example, "The copyrighted work at issue is the book titled “My Summer at Camp” by Dawn Early, published by _________, ISBN #___________").
Identify with specificity the Material that you claim infringes the copyrighted work.
Provide your contact information (email address is preferred).
Provide contact information, if possible, for the owner/administrator of the allegedly infringing Materials (email address is preferred).
Include the following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law."
Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
Sign the notice.
Send the written communication to the following address:
Attn: Susan Croft
1100 Dexter Avenue North, Suite 100
Seattle WA 98109
The law permits the publisher of the allegedly infringing Materials or a site administrator of an affected site to make a counter notification pursuant to sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. When ActX receives a counter notification, we may reinstate the complained-of Materials.
To file a counter notification, please provide a written communication (by fax or regular mail -- not by email) that sets forth the items specified below. Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that Materials are not infringing the copyrights of others. A sample counter notification may be found at www.chillingeffects.org/dmca/counter512.pdf.
To expedite our ability to process your counter notification, please use the following format (including section numbers):
Identify the specific URLs or other unique identifying information of Materials that ActX has removed, to which ActX has disabled access or to which ActX referred in a communication with you.
Provide your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or King County, WA if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that each search result, message, or other item of content identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled, or that the material identified by the complainant has been removed or disabled at the URL identified and will no longer be shown."
Sign the paper.
Send the written communication to the following address:
Attn: Susan Croft
1100 Dexter Avenue North, Suite 100
Seattle WA 98109
ActX™, is a trademark of ActX, Inc. It may not be used or imitated, in whole or in part, without the prior written permission of ActX. You may not use any metatags or any other "hidden text" utilizing" said trademarks or any other name, or product or service name of ActX without our prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of ActX and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and logos displayed through the Services are the property of their respective owners. ActX makes no claim of sponsorship or endorsement by the owners of said trademarks.
You are granted a limited, non-exclusive, non-transferable right to create a text hyperlink to the Services, provided such link does not portray ActX, any of its products or Services, in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a ActX logo or other proprietary graphic to link to the Services without the express written permission of ActX. Further, you may not use, frame or utilize framing techniques to enclose any ActX trademark, logo or other proprietary information, including the images found through the Services, the content of any text or the layout/design of any page or form displayed through the Services without ActX' express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of ActX or any third party.
9. Third Party Content
ActX or its customers may provide links to Web pages and content of third parties as a service to those interested in such links and content, and ActX may post third party content or allow users to post their content. ActX does not monitor or have any control over any Third Party Content or third party Web sites. ActX does not endorse or adopt any Third Party Content or third party Website and can make no guarantee as to its accuracy or completeness. ActX does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content or third party Websites. You understand that by using the Services you may be exposed to content that you may find offensive, indecent or objectionable and you use links, Third Party Content and third party Websites at your own risk. When you leave the ActX Services, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website or services to which you navigate from the ActX Services.
10. WARRANTY DISCLAIMERS
THE MATERIALS AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ACTX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT OR MATERIALS. ACTX DOES NOT REPRESENT OR WARRANT THAT MATERIALS, INCLUDING THE INFORMATION AVAILABLE THROUGH THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ACTX DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ACTX IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS ACCESSED THROUGH THE SERVICES. WHILE ACTX ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SERVICES SAFE, ACTX CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS SERVER(S), OR ANY CONTENT OR MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND NEUTRALIZE VIRUSES, SPYWARE, MALWARE, AND OTHER HARMFUL OR OTHERWISE UNDESIRABLE COMPONENTS.
ActX reserves the right to change or delete any and all content and any Services at any time without notice.
11. Limitation of Liability
IN NO EVENT SHALL ACTX OR ANY OF ITS CORPORATE AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS OR CONSULTANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES, LOSS OR INJURY CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM ACTX, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO ACTX’ RECORDS, PROGRAMS OR SERVICES. THE AGGREGATE LIABILITY OF ACTX, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SERVICES, SHALL NOT EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO ACTX FOR ACCESS TO OR USE OF THE SERVICES.
ACTX MAKES NO WARRANTIES REGARDING SECURITY OR RELIABILITY OF THE SERVICES.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
13. Term and Termination of Website Service use
This agreement shall continue until such time as either party terminates. You may terminate without cause by ceasing to use the Services. ActX has the right to terminate the Services immediately without cause and without notice.
14. Termination for Cause
ActX may immediately terminate this Agreement in the event of your material breach of the terms or conditions of this Agreement.
You and ActX agree that except as otherwise specifically provided in this paragraph, any controversy or claim arising out of or relating in any way to these Service Terms or the Service Terms or the breach of either, or arising out of or relating to the Services shall be resolved exclusively by arbitration administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules and, in the case of consumer disputes, with the AAA's Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules"), and that judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, to the extent that either party has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, then the parties acknowledge that arbitration is not an adequate remedy at law and that without waiving any remedy under these Service Terms or Service Terms, injunctive or other appropriate relief may be sought from any court specified in the next Section (Applicable Law and Venue). The place of arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules. To the fullest extent permitted by applicable law, no arbitration or claim shall be joined to any other arbitration or claim, and no class arbitration proceedings shall be permitted. In no event shall any claim, action or proceeding related in any way to the Services be instituted more than two (2) years after the cause of action arose. In the event that any term of this Section (Arbitration) is held by a court or arbitrator to be in conflict with a mandatory provision of applicable law, such conflicting term shall be modified to comply with such provision and the remainder of this Section shall not be affected.
17. Applicable Law and Venue
These Service Terms and your use of the Services shall be governed by and construed in accordance with the laws of the United States of America (including US adoption of international treaties regarding copyright and trademarks) and the State of Washington applicable to agreements made and to be entirely performed within the State of Washington (even if your use is outside of the State of Washington), without resort to its conflict of law provisions. You agree that with respect to any disputes or claims not subject to arbitration (as set forth above), any action at law or in equity arising out of or relating to the Services or these Service Terms shall be filed only in the state and federal courts located in King County, Washington and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts.
18. Interstate Nature of Communications
You acknowledge that in using ActX Services you will be causing communications to be sent through interstate telecommunications networks, which are governed by federal law pursuant to the interstate commerce clause of the US Constitution. Even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. You acknowledge that use of the Service results in interstate data transmissions.
19. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of ActX but may be assigned without your consent by ActX to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.
If any of these Service Terms should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term shall be enforced only to the extent it is enforceable and the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable.
This agreement is not intended to and does not create any joint venture, partnership, employment, or agency relationship between you and ActX.
No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision r condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
23. Force Majeure.
If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
24. Entire Agreement.