Terms and Conditions of Use
New York State Clinical Laboratory Association, Inc.
By accessing or using any of the New York State Clinical Laboratory Association, Inc. (“NYSCLA”) Internet properties including, without limitation, www.nyscla.com, and any other websites or digital products released by NYSCLA from time to time (collectively referred to as “NYSCLA Digital Products”) you agree to comply with and be bound by these Terms and Conditions of Use (“Terms of Use”). Please read these Terms of Use carefully as well as NYSCLA’s Privacy Policy which is incorporated herein by reference. If you do not agree to these Terms of Use and the Privacy Policy, you must immediately terminate your use of NYSCLA Digital Products.
You may print or save a copy of these Terms of Use for your records.
1. License Grant. You are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use NYSCLA Digital Products conditioned on your continued acceptance of, and compliance with, these Terms of Use. You may use NYSCLA Digital Products and NYSCLA content (as defined below) for your noncommercial personal use and for no other purpose. NYSCLA reserves the right to bar, restrict or suspend any user’s access to NYSCLA Digital Products, and/or to terminate this license at any time for any reason. NYSCLA reserves any rights not explicitly granted in these Terms of Use.
2. License Restrictions. Unless otherwise expressly stated in these Terms of Use or you receive NYSCLA’s prior written consent, you may not modify, translate, create derivative works of, copy, distribute, market, display, remove or alter any proprietary notices or labels from, lease, sell, sublicense, clone, transfer, decompile, reverse engineer, or incorporate into any information retrieval system (electronic or mechanical), NYSCLA Digital Products, any NYSCLA Content (as defined below), or any portion thereof . Further, you may not (i) use NYSCLA Digital Products for any unauthorized or illegal purpose or activity including, but not limited to, any activity to obtain or attempt to obtain unauthorized access to NYSCLA Digital Products, including NYSCLA Content; (ii) interfere with the proper working of NYSCLA Digital Products including, but not limited to, the transmission of any virus, worm, trap door, back door, timer, clock, Trojan horse, or other limiting routine, instruction or design; or (iii) interfere with any other person’s use and enjoyment of NYSCLA Digital Products.
3. Your Acceptance; Revisions to Terms of Use. NYSCLA Digital Products are available only to individuals who can enter into legally binding contracts under applicable law. These Terms of Use constitute a legally binding agreement between you and NYSCLA regarding your use and access to NYSCLA Digital Products. By using NYSCLA Digital Products you agree to the Terms of Use. NYSCLA reserves the right to revise these Terms of Use at any time in its sole discretion by posting revised Terms of Use to NYSCLA websites. Your use of NYSCLA Digital Products signifies your acceptance of all the terms and conditions contained within the Terms of Use posted at the time of your use. You will be responsible for regularly reviewing the Terms of Use posted to NYSCLA websites. No revision to these Terms of Use, including to the Arbitration provision set forth in Section 20, shall apply to a controversy or claim of which NYSCLA had actual notice on or before the date of any such revision.
4. NYSCLA Policies; Additional Terms and Conditions. NYSCLA’s Privacy Policy, as well as other additional terms and conditions applicable to certain portions of NYSCLA Digital Products (collectively “Additional Terms and Conditions”) are incorporated herein by reference. To the extent that there is a conflict between these Terms of Use and any Additional Terms and Conditions for the activity in which you choose to participate, the Additional Terms and Conditions shall govern.
5. Personal Login Information. Certain features and areas of NYSCLA websites and Digital Products are available only with registration, login and/or a paid subscription. If you are required to register and select a unique login and password (“Personal Login Information”), you must keep your Personal Login Information confidential. Your Personal Login Information is personal to you and you may not allow any third party to use it under any circumstances . NYSCLA is not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of your Personal Login Information . You must contact NYSCLA immediately if you become aware of or believe there is or may have been any unauthorized use of your Personal Login Information, or otherwise wish to deactivate your Personal Login Information due to security concerns .
6. Privacy Policy. For information about the NYSCLA’s data protection practices and the NYSCLA’s use and protection of your personal information, please read NYSCLA’s Privacy Policy, which is incorporated into and made a part of these Terms of Use.
7. User Obligations. You warrant that you will abide by all applicable local, state, national, and international laws and regulations with respect to your use of NYSCLA Digital Products and not interfere with the use and enjoyment of NYSCLA Digital Products by other users or with NYSCLA’s operation and management of NYSCLA Digital Products. You will, at all times, provide true, accurate, current, authorized, and complete information when submitting information or materials on NYSCLA websites, including, without limitation, information required to be provided through an NYSCLA registration form. If any false, inaccurate, untrue, unauthorized, or incomplete information is submitted by you, NYSCLA reserves the right to terminate your access and use of the NYSCLA Digital Products. You warrant that you will not impersonate any other person or entity, whether actual or fictitious, when using NYSCLA Digital Products, or defame or otherwise harm any party, including NYSCLA, through your use of the NYSCLA Digital Products.
8. Proprietary Rights. The content of NYSCLA Digital Products includes, without limitation, (i) NYSCLA’s trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively “NYSCLA Marks”); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, and artwork, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through NYSCLA Digital Products (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as “NYSCLA Content”). NYSCLA Content is the property of NYSCLA, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national and international laws, treaties and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any NYSCLA Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from NYSCLA or the owner of such content if NYSCLA is not the owner. Any use of the NYSCLA Marks without the NYSCLA’s express written consent is strictly prohibited. You may not alter, delete, obscure or conceal any copyright or other notices appearing in the NYSCLA Content, including any such notices appearing on any NYSCLA Content you are permitted to download, transmit, display, print, or reproduce from NYSCLA Digital Products.
9. Responsibility for Use of the Internet and NYSCLA Digital Products. Use of the Internet and NYSCLA Digital Products is solely at your risk and is subject to all applicable local, state, national and international laws and regulations. NYSCLA does not guarantee the confidentiality or security of any communication or other material transmitted to or from NYSCLA websites over the Internet or other communication network. NYSCLA shall not be obligated to correct or update NYSCLA websites NYSCLA Content or User-Generated Content, and NYSCLA shall not be liable for omissions, typographical errors, or out-of-date information which may appear on NYSCLA websites.
10. Medical Disclaimer. NYSCLA Content is provided for informational purposes only and is not intended as medical advice, or as a substitute for the medical advice of a physician.
11. Third Party Information. NYSCLA Digital Products may feature materials, information, products, and services provided by third parties. Any such information, including but not limited to articles, press clippings, opinions, advice, statements, services, offers, User-Generated Content or other information made available by third parties such as content providers and other users of NYSCLA websites are those of the respective third party and not of NYSCLA or its affiliates. NYSCLA makes no representation with respect to, nor does it guarantee or endorse, the quality, non infringement, accuracy, completeness, timeliness, or reliability of such third party materials, information, services or pro ducts .
12. Advertisers. NYSCLA Digital Products may contain advertisements of third parties. The inclusion of advertisements on NYSCLA websites and other Digital Products does not imply endorsement of the advertised products or services by NYSCLA. NYSCLA shall not be responsible for any loss or damage of any kind incurred as a result of the presence of such advertisements on NYSCLA websites and Digital Products. Further, NYSCLA shall not be responsible or liable for the statements or conduct of any third party advertisers appearing on NYSCLA websites and Digital Products. You shall be solely responsible for any correspondence or transactions you have with any third party advertisers.
13. Links to Third Party websites. NYSCLA Digital Products may contain links (including any link through an on-line banner advertisement) to other sites on the Internet for your convenience. These other sites are maintained by third parties over which NYSCLA exercises no control. The appearance of any such third party links (provided by NYSCLA or by a third party) is not intended to endorse any particular company or product. If you decide to access any of the third party sites linked to NYSCLA Digital Products, you do so entirely at your own risk.
14. Links to NYSCLA Digital Products and websites and NYSCLA Content. Links posted by third parties NYSCLA Digital Products and/or NYSCLA Content may not use the NYSCLA trademark or logo and shall not suggest that NYSCLA promotes or otherwise endorses any third party products, business relationships, services, causes, campaigns, websites, content, or information. Any links to any portion of NYSCLA Digital Products shall be the responsibility of the linking party. NYSCLA reserves the right to require any linking party to disable or remove any link that violates the NYSCLA’s rights or causes interruption or deterioration of NYSCLA Content.
15. Warranties Disclaimed. NYSCLA DIGITAL PRODUCTS AND NYSCLA CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER NYSCLA, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS , OR DIRECTORS NOR ANY OF ITS AGENTS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, PROMOTIONAL PARTNERS, OR LICENSORS (COLLECTIVELY “NYSCLA PARTIES”) PROVIDE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT (i) NYSCLA DIGITAL PRODUCTS OR NYSCLA CONTENT, OR ANY RESULTS THAT MAY BE OBTAINED BY YOU, ARE COMPLETE, ACCURATE, RELIABLE OR NON-INFRINGING; (ii) ACCESS TO NYSCLA DIGITAL PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE QUALITY OF MANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH NYSCLA DIGITAL PRODUCTS WILL MEET YOUR EXPECTATIONS; OR (iv) NYSCLA CONTENT WILL REMAIN UNCHANGED OR ACCESSIBLE THROUGH NYSCLA DIGITAL PRO DUCTS. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
16. Limitation of Liability. THE NYSCLA PARTIES SHALL NOT BE LIABLE, AND DISCLAIM ANY LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING (i) OUT OF THE USE OF OR INABILITY TO USE NYSCLA DIGITAL PRODUCTS AND/OR ANY NYSCLA CONTENT; (ii) FROM ANY INTERRUPTION IN THE AVAILABILITY OF NYSCLA DIGITAL PRODUCTS AND/OR NYSCLA CONTENT; (iii) FROM ANY LOSS OF DATA AND/OR FROM ANY EQUIPMENT FAILURE; (iv) OUT OF THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY PROBLEMS WITH THE GOODS, CONTENT AND/OR SERVICES PURCHASED OR OBTAINED THROUGH NYSCLA DIGITAL PRODUCTS, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM NYSCLA DIGITAL PRODUCTS; (v) FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vi) FROM STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON NYSCLA DIGITAL PRODUCTS; (vii) FROM ANY DELAY OR FAILURE OF NYSCLA DIGITAL PRODUCTS ARISING OUT OF CAUSES BEYOND NYSCLA’S CONTROL; (viii) OUT OF THE USE OF, REFERENCE TO, OR RELIANCE ON, NYSCLA CONTENT; (ix) OUT OF ANY THIRD PARTY MATERIALS, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON, OR ACCESSED THROUGH, NYSCLA DIGITAL PRODUCTS (x) OUT OF ANY CONTENT, MATERIALS, ACCURACY OF IN FORMATION, AND/OR QUALITY OF THE PRODUCTS, SERVICES OR MATERIALS PROVIDED BY OR ADVERTISED ON THIRD PARTY WEBSITES; OR (xi) OUT OF ANY OTHER MATTER RELATING TO NYSCLA DIGITAL PRODUCTS OR NYSCLA CONTENT.
In the event you are dissatisfied with, or dispute, these Terms of Use, NYSCLA Digital Products and/or NYSCLA Content, your sole right and exclusive remedy is to terminate your use of NYSCLA Digital Products, even if that right or remedy is deemed to fail of its essential purpose. You confirm that NYSCLA has no other obligation, liability or responsibility to you or any other party.
17. Exclusions permitted by law. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 15 AND 16, WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND NYSCLA’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18. Indemnification. To the fullest extent permitted by law, you shall defend, indemnify, and hold harmless the NYSCLA Parties from and against all claims arising from or in any way related to your use of the NYSCLA Digital Products and/or NYSCLA Content, a violation by you of these Terms of Use, or any other actions connected with your use of NYSCLA Digital Products and/or NYSCLA Content, including any liability or expense, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees. NYSCLA will provide prompt written notice of any such claims, but failure to provide such notice will not release you from any of your obligations pursuant to this Section except to the extent that you are actually prejudiced by such failure, and will not relieve you from any other liability that you may have to the NYSCLA Parties other than under this Section.
19. Term and Termination. These Terms of Use will take effect at the time you begin using NYSCLA Digital Products. NYSCLA reserves the right, with or without notice, at any time and for any reason to deny you access NYSCLA Digital Products or to any portion thereof, and to terminate these Terms of Use. These Terms of Use will terminate automatically if you fail to comply with the terms set forth herein. You may terminate these Terms of Use at any time by ceasing to use NYSCLA Digital Products, but all applicable provisions of these Terms of Use will survive such termination. Upon termination, you must destroy all copies of any portion of NYSCLA Digital Products, including any NYSCLA Content, in your possession.
20. Arbitration; Venue. Any controversy or claim (“Claim”) you have arising out of or relating to these Terms of Use shall be resolved by a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes. Any such Claim shall be brought solely by you as an individual and not as part of, or as a representative of, a class. The arbitration shall be held in New York, New York. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. The courts of the State of New York and/or the United States District Court for the Southern District of New York shall have exclusive jurisdiction and venue over (i) any action concerning the enforcement of an arbitration award, or (ii) if arbitration is not permitted by law, then any Claim you have arising out of or relating to these Terms of Use. You agree to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts and you will not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, Inconvenient forum or otherwise. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OF USE. NYSCLA reserves all rights and remedies available to It, In law or equity, with respect to any matter relating to these Terms of Use.
Neither party consents or agrees to any arbitration on a class or representative basis, and the arbitrator shall have no authority to proceed with an arbitration on a class or representative basis. No arbitration will be consolidated with any other arbitration proceeding without the consent of all parties. Any claim or controversy as to the enforceability of this arbitration provision’s restriction on your right to participate in or pursue a class action or classwide arbitration shall be brought only in the United States District Court for the Southern District of New York or any State of New York court located in New York, New York.
21. Governing Law. These Terms of Use and all matters regarding your use of NYSCLA Digital Products shall be governed by, construed in accordance with, and enforced under the laws of the State of New York applicable to contracts made and executed and wholly performed in the State of New York, without regard to choice of law principles. Printed copies of any and all agreements and/or notices in electronic form shall be admissible in any legal, investigative or regulatory proceedings.
22. Waiver and Severability. The failure of NYSCLA to exercise or enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent of the law, and all other provisions shall remain in full force and effect.
23. Complete Agreement. These Terms of Use, together with any revisions, any Additional Terms or Conditions incorporated by reference, and any Click-through Agreement, constitutes the entire agreement between you and NYSCLA relating to NYSCLA Digital Products and its use by you, and supersedes any previous written or oral communication regarding use NYSCLA Digital Products.
24. Contact Information. If you have any questions or concerns regarding these Terms of Use or NYSCLA Digital Products, please visit our “Contact Us” page.
25. Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the NYSCLA Digital Products must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.
26. Use of NYSCLA Digital Products and NYSCLA Content outside of the United States. NYSCLA makes no claims regarding access or use of NYSCLA Digital Products or NYSCLA Content outside of the United States. If you use or access NYSCLA Digital Products or NYSCLA Content outside of the United States, you do so at your own risk and are responsible for compliance with the laws and regulations of your jurisdiction as well as these Terms of Use.