Last Updated: May 22, 2020
2. The Website and Services.
Visitors to the Website are able to browse information about CDI Services. The Services will allow you, in accordance with this Agreement, to access data and library files associated with CDI Services, sign up for the CDI e-mail newsletter, and receive promotions specific to CDI. If you are a CDI customer, you may use CDI online libraries and other Services to help you analyze data provided to you via in accordance to your separate customer Agreement and any other mutually executed written agreement between you and CDI (“the Customer Agreement” for services) regarding your Terms and Conditions for Contracted Services: https://cdi.bio/terms-and-conditions-contracted-services/ or your purchased products (“the Customer Agreement” for products) according to the Terms and Conditions of Sales: https://cdi.bio/terms-and-conditions-sales/.
You must be 18 years of age or older to use the Website or any Service. Use of a Service is void where prohibited. You represent and warrant that the profile information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into, and abide by the terms of this Agreement. The Website and Services are not intended for those under the age of 18.
4. Registration for Services.
When requesting a Service, you must provide CDI accurate and complete information, including a verified e-mail address, and promptly update this information to keep it current. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may decline, suspend, or terminate your use of the Services.
5. Customer Accounts.
If you are a CDI customer or interested in becoming a CDI customer, CDI may provide you a username and password to access an online account. You are solely responsible for all activities that occur through your online account. To protect your account from unauthorized use, do not provide your username or password to anyone else. Please notify us immediately of any unauthorized use of your account or any other breach of security by either calling 844-539-6296 or sending an e-mail to [email protected].
Once you have activated your account, you may access certain materials associated with Services by CDI. Additionally, certain customers may upload certain materials to CDI (“Customer Materials”) and request Services from CDI in accordance with your Customer Agreement. You must not upload Customer Materials unless you own all necessary rights, or have permission from the rightful owner of the Customer Materials, to grant CDI all of the license rights granted in this Agreement. You must not submit any Customer Materials that violate any law or breach any duty toward or rights of any person or entity. For any Customer Materials, you grant to CDI a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully sublicensable, and transferable license to use, reproduce, modify, translate, adapt, distribute, prepare derivative works of, and transmit the Customer Materials for the sole purpose of providing the requested Services to you. You retain all rights in your Customer Materials, subject to the rights granted to CDI in this Agreement.
CDI reserves the right to refuse, review, or delete any Customer Materials in its sole discretion You remain solely responsible for: (i) any errors or omissions in your Customer Materials; (ii) any liability arising out of your Customer Materials; and (iii) any liability arising out of your use of any content from the Website or Services. Except as expressly agreed by CDI in a Customer Agreement, under no circumstances will CDI or its stockholders, directors, officers, employees, agents, representatives, partners, or affiliates be held liable for any loss or damage caused by your Customer Materials or by your reliance of any content obtained through the Website or Services.
You must comply with all applicable laws when using the Website or any Service. Except as may be expressly permitted by applicable law, expressly enabled by a feature of a Service, or otherwise agreed in writing by CDI in a Customer Agreement, you will not, and will not permit anyone else to: (a) store, copy, modify, or distribute any of the content made available on the Website or via a Service; (b) compile or collect any content available on the Website as part of a database or other work; (c) use any automated tool (e.g., robots, spiders) or manual process to monitor, store, copy, modify, distribute, or resell any content from the Website; (d) frame or otherwise incorporate the Website or any portion of the Website as part of another website; (e) reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Website, use of the Website, or access to the Website (including without limitation the display of third party advertising); (f) circumvent or disable any digital rights management, usage rules, or other security features of the Website, a Service, or any content on the Website; (g) use the Website or a Service in a manner that threatens the integrity, performance, or availability of the Website or any Service; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Website or any content on the Website.
7. Your Responsibilities.
The Website and Services and any content provided on the Website or via any Service is owned by CDI or its licensors or suppliers. CDI grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Website or content provided via a Service solely for your own non-commercial use.
Under no circumstances will CDI or its stockholders, directors, officers, employees, agents, representatives, partners, or affiliates be held liable for any loss or damage caused by your reliance on information obtained through the Website. It is your responsibility to evaluate the information, opinions, advice, or other content available on the Website, and to seek qualified professional assistance as applicable.
8. Modifications to the Website and Services.
CDI reserves the right to modify or discontinue, temporarily or permanently, all or a part of the Website or any Service without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or any Service.
9. Term and Termination.
This Agreement is in effect at any time that you use the Website. Your Services and your account (if any) remain in effect until either you or CDI terminate your Services or account as provided by this Agreement. To terminate your Services or account, please send an email to CDI at [email protected]. Except as may be provided in any other signed agreement you may have with CDI, termination of your Services or account is your sole right and remedy with respect to any dispute with us regarding the Website, any Service, or this Agreement. We may terminate your Services or account at any time for any reason by providing you with notice in any reasonable manner, including via email and via notices posted on the applicable Website. Your rights under this Agreement will terminate automatically if you breach any part of this Agreement.
You will remain liable for all obligations related to your account even after such account is closed, including payment for any Monomabs or Antygen products ordered under your Monomabs or Antygen Account. CDI is not liable for any loss of Customer Materials, messages, data, or any other information caused by any closure of your account.
11. Trademarks and Patents.
CDI Laboratories, CDI Labs, Antygen, Monomabs, Grand Seromics, Be Specific, ImmuneProfiler, FastMAb, HuProt, VirD, HuScan, VirScan, NextGen Proteomics, Antibodies You Can Trust, Welcome to the Antigen-Specific Revolution, and their respective logos are registered trademarks or trademarks of CDI Laboratories , Inc., (“CDI”) in the United States and/or other countries. Any other mark that appears on the Website or via a Service is the property of its respective owner.
We, our affiliates, and our suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Website, Services, and any products described on the Website or via the Services. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to you.
If you provide feedback to us regarding the Website or any Service (“Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us perpetual and irrevocable license to use the Feedback for any purpose.
14. Research Use Only.
Unless otherwise labeled, all CDI’s products and services are for research use only and do not have the approval or clearance of the U.S. Food and Drug Administration (“FDA”) or other global regulatory approval, clearance or registration for in vitro diagnostic (“IVD”) use. You acknowledge that no license is conveyed or implied for a customer to use, and you agree not to use, products labeled for research use only, and the associated information provided on the Website, in any manner requiring FDA or other global regulatory approval, clearance or registration relating to IVD use.
15. No Medical Advice.
BY USING THE WEBSITE, A SERVICE, OR ANY MATERIALS PROVIDED ON THE WEBSITE OR VIA A SERVICE, YOU ACKNOWLEDGE THAT CDI IS PROVIDING THE MATERIALS FOR INFORMATIONAL PURPOSES ONLY AND THAT THE MATERIALS ARE NOT PROVIDED TO YOU FOR THE PURPOSE OF GIVING YOU MEDICAL ADVICE, OR INSTRUCTION ON THE APPROPRIATE USE OF PRODUCTS PRODUCED OR SUPPLIED BY CDI, ITS AFFILIATES OR ITS PARTNERS, LICENSORS OR SUPPLIERS. YOU SHOULD NOT RELY ON THE MATERIALS PROVIDED ON THE WEBSITE OR VIA A SERVICE IN DECIDING ON A TREATMENT PLAN OR IN EVALUATING ANY OTHER MEDICAL ADVICE REGARDING ANY DISEASE OR MEDICAL CONDITION. CDI, ITS AFFILIATES AND ITS PARTNERS, LICENSORS AND SUPPLIERS STRONGLY URGE THAT YOU CONSULT WITH A PHYSICIAN IN CONNECTION WITH ANY AND ALL TREATMENT OPTIONS THAT MAY BE AVAILABLE TO YOU. THE PRODUCTS DESCRIBED ON THIS SITE ARE SUBJECT TO LAWS GOVERNING THEIR USE AND SALE IN THE UNITED STATES AND IN OTHER JURISDICTIONS.
16. Warranty Disclaimers.
YOUR USE OF THE WEBSITE, ANY SERVICE, OR ANY MATERIAL PROVIDED ON THE WEBSITE OR VIA A SERVICE IS AT YOUR SOLE RISK. THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CDI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, SAFETY, OR USEFULNESS OF THE WEBSITE, ANY SERVICE, OR ANY MATERIALS PROVIDED ON THE WEBSITE OR VIA A SERVICE, AND YOU RELY ON THE WEBSITE OR A SERVICE AT YOUR OWN RISK. ANY CUSTOMER MATERIALS TRANSMITTED THROUGH THE USE OF A SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OF DATA THAT RESULTS FROM THE TRANSMISSION OF ANY MATERIAL THROUGH A SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CDI OR THROUGH OR FROM THE WEBSITE OR A SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
17. Limitation of Liability.
CDI SHALL NOT BE HELD RESPONSIBLE FOR ANY ACTION TAKEN THAT IS BASED ON THE INFORMATION PRESENTED ON THE CDI WEBSITE. CDI EXPRESSLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF CDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE WEBSITE, THE INABILITY TO USE THE WEBSITE OR ANY ERRORS OF OMISSIONS IN THE CONTENT OF THE WEBSITE.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE TERMS OFFERED BY CDI TO YOU AND 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 THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You will defend, indemnify and hold CDI and its subsidiaries, stockholders, directors, officers, employees, agents, representatives, partners, affiliates, licensors, and suppliers harmless from any costs, damages, expenses, and liability caused by the Customer Materials or your use of the Website or any Service, your violation of this Agreement, or your violation of any rights of a third party through use of any Service.
19. Links and Third Party Content.
The Website contains data from third parties and links to third party products, services, databases, and websites. We exercise no control over such third party products, services, databases, and websites, and we are not responsible for their performance or availability, do not endorse them, and are not responsible or liable for any information, content, advertising, or other materials available through such third party products, services, databases, and websites. You are responsible for examining the copyright and licensing restrictions of third party products, services, databases, and websites and to secure all necessary permissions for any uses unrelated to the Website or the Services. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any information, goods or services available through third party products, services, databases and websites.
The Human Protein Atlas data is licensed under a Creative Commons Attribution-ShareAlike 3.0 International License via download from their web database and labeled ‘source=”HPA”. Specifically, the “Human Protein Atlas in tab-separated format.” https://www.proteinatlas.org/download/proteinatlas.tsv.zip
This data was captured via the following primary publications:
Gene names, symbols, aliases and previous symbol data are provided by the BioMart instance hosted by Ensembl, a joint project between EMBL-EBI and the Wellcome Trust Sanger Institute to develop a software system which produces and maintains automatic annotation on selected eukaryotic genomes. More info at: http://uswest.ensembl.org/info/index.html
Additional gene names, symbols, aliases and previous symbol data are provided by the HUGO Gene Nomenclature Committee at the European Bioinformatics Institute (HGNC). More information at https://biomart.genenames.org/.
20. Updates to this Agreement.
We may occasionally update this Agreement. It is your responsibility to review this Agreement regularly in connection with your use of this Website. By continuing to use the Website, your account, or a Service, you consent to any updates to this Agreement. This version of the Agreement supersedes all earlier versions, and comprises the entire agreement between you and CDI regarding the Services.
21. General Legal Notices.
The failure of CDI to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by CDI in writing. In the event that a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.
By using a Service, you consent to receiving electronic communications from CDI. These communications will include notices about your account and information concerning or related to the Services. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
This Agreement is governed by the laws of the Commonwealth of Puerto Rico, and by using the Website or a Service you consent and submit to the jurisdiction of the Puerto Rico courts, both state and federal. This Agreement shall be construed and interpreted in accordance with the English language notwithstanding any translation of this Agreement into any language other than English. The UN Convention on Contracts for the International Sale of Goods (1980) shall not apply to this Agreement. Any legal actions against us must be commenced within one year after the claim arose.
This Agreement, together with any other signed agreement between you and CDI (if any), is the final agreement between you and CDI regarding the Website and the Services. In the event of any conflict between a provision of this Agreement and a provision of a Customer Agreement, the provision of the mutually executed written customer agreement will control.
22. Contacting Us.
If you have any questions or concerns about this Agreement, the Website, or a Service, please send us a message by emailing to [email protected]cdi.bio.