Access to the ToxFMD Screened Chemistry™ Database Services and Your Responsibilities
- To access the Database, you may be asked to (i) provide certain registration details or other information; and/or (ii) to establish an account specific to You (“Your Account”).
- To create Your Account, and/or to use the Database, You must qualify and agree to the terms and conditions set forth below. Failure to qualify and continuously abide by any of the following terms and conditions constitutes a breach of this Agreement and Your access will be immediately disabled. Specifically, You agree and warrant that:
- You are of the age of legal consent for accessing the Database under the laws of any jurisdictions that apply to You. We expressly reserve the right (but do not have the obligation) to request proof of age, at any time;
- All information that You provide in Your registration form for the purposes of establishing Your Account is true and correct and You will promptly notify us of any changes to such information;
- Your Account is for Your sole use only and must not be used by any third party. You shall not allow any third party to use Your Account, password, Log-In or User ID to access or use the Database, except as expressly permitted. We take no responsibility for any third-party access to Your Account.
- You have verified and determined that Your use of the Database does not violate any law or regulation in any jurisdiction that applies to You. It is Your sole responsibility to ensure that this is the case;
- You will not engage in any conduct that injures or may injure the business, reputation or goodwill of ToxServices;
- Your use of the Database and Your Account is restricted to the permitted uses under your Account Level;
- You possess the legal authority to enter into this Agreement including the authority to accept all of these Terms;
- You shall not infringe upon or violate ToxServices’ or any third party’s personal, contractual or proprietary rights, including, without limitation, patents, trade secrets, confidentiality, trademarks, copyrights, rights of privacy or publicity or trade secrets;
- You are physically located in a U.S. State, or a jurisdiction located outside the United States, in which participation in the Database is not prohibited by the law of that State or jurisdiction;
- You will not use the Database for fraudulent or otherwise illegal purposes; should you learn that any User is using the Database for fraudulent or otherwise illegal purposes, you will immediately notify Us in writing;
- You are prohibited from indexing, by human or machine means, aggregating, data mining, or peer-to-peer (or similar) file-sharing any parts of the Database.
- You understand that We may monitor Your Internet access location, without creating an obligation to do so, and may use techniques which are intended to block or restrict access to the Database if necessary to protect ToxServices’ rights in the Database; and
- You will not mask your identify in any way, including without limitation, IP masking by accessing the Database over any type of Proxy Server, through IP masking software or the like.
You must choose a user name (“Log-In”) and password during Account registration.
You are solely responsible for all actions taken using Your Log-In and password. You must make every effort to keep Your Log-In and password safe and should not disclose it to anyone. You shall not permit, either directly or indirectly, any other person to use Your Log-In or password. We are not responsible for any losses or problems You suffer as a result of Your disclosure of Your Log-In or password information to anyone else.
Verification of Your Account Information
ToxServices reserves the right (but does not undertake the obligation) to conduct a review, at any time, to validate Your Account information, collected under this Agreement to ensure that Your participation in the Database does not breach this Agreement, Your usage level, and/or any applicable law. You authorize Us and our agents to make any inquiries of You and for Us to use and disclose to any third party We consider necessary to validate this information. To facilitate the foregoing validation, You agree to provide sufficient information or documentation as ToxServices, in its discretion, may request. If You do not provide such information within ten (10) days of Our request, Your responses are incomplete or otherwise insufficient, or ToxServices cannot verify the information applicable to Your Account submitted pursuant to this Agreement, Your Account will be terminated as set forth hereunder.
Restrictions on Use
You may use the Database only for purposes expressly permitted by the Subscription Agreement and these Terms. You may not use the Database for any other purpose, including any commercial purpose, without ToxServices’ express prior written consent.
The content accessible from the Database, and any other website owned, operated, licensed, or controlled by ToxServices is the proprietary information of ToxServices or the party that provided the content to ToxServices, and ToxServices or the party that provided the content to ToxServices retains all right, title, and interest therein. Accordingly, such content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of an authorized representative of ToxServices. In any event, You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the content. Modification or use of this content except as expressly provided in these Terms violates ToxServices’ intellectual property rights and/or the intellectual property rights of ToxServices’ content provider(s). No intellectual property rights are transferred to You by access to the Database.
Data Privacy, Cross-Border Transfers and Electronic Communications
- If you are accessing the Database from outside the United States, Personal data that we collect from You and Your use of the Database will be transferred to and stored in the United States. The United States may have laws that are different, and potentially not as protective, as the data protection laws in Your own country. Where the European Union’s General Data Protection Regulation (“GDPR”) applies to the transfer of Your Personal Data, ToxServices relies on Standard Contractual Clauses to provide adequate protection of Your Personal Data.
- When You use the Database, or send e-mails or other communications from Your desktop or mobile device to ToxServices, You are communicating with Us electronically. You consent to receive communications from Us electronically, such as e-mails or notices and messages on this site. If at any time You no longer want Us to communicate with You electronically You can email Us at firstname.lastname@example.org. You will also have the opportunity to unsubscribe from within any electronic communications we send to You.
We Disclaim All Obligations to You
No content is necessarily complete and up-to-date and, accordingly, should not be used to replace any written reports, statements, or notices provided by ToxServices. Information obtained by using this Database is not exhaustive and does not cover all issues, topics, or facts that may be relevant to Your goals.
We Make No Warranty
YOUR USE OF THE DATABASE IS AT YOUR OWN RISK. CONTENT IS PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TOXSERVICES DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. TOXSERVICES DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE DATABASE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE DATABASE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TOXSERVICES DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND TOXSERVICES MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT TOXSERVICES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE OR ITS CONTENT. TOXSERVICES MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “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.”
TOXSERVICES WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE CONTINUOUS AVAILABILITY OF THE DATABASE. TOXSERVICES WILL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING FROM ACTS BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO PERIODIC INTERRUPTION DUE TO MAINTENANCE OF THE SERVER(S), INSTALLATION OR TESTING OF SOFTWARE, LOADING NEW DATA FILES, AND DOWNTIME RELATED TO EQUIPMENT OR SERVICES OUTSIDE THE CONTROL OF TOXSERVICES INCLUDING PUBLIC AND PRIVATE TELECOMMUNICATIONS SERVICES, INTERNET NODES OR FACILITIES. TOXSERVICES WILL NOT BE LIABLE FOR ANY DELAY, DOWNTIME, TRANSMISSION ERROR, SOFTWARE OR EQUIPMENT INCOMPATIBILITIES, FORCE MAJEURE OR OTHER FAILURE OF PERFORMANCE.
Limitation on Liability
TOXSERVICES, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, OR SIMILAR DAMAGES, EVEN IF TOXSERVICES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF TOXSERVICES AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $500.
You agree to indemnify and hold ToxServices, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms by You, including any use of content other than as expressly authorized by the Subscription Agreement and these Terms. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and You agree to pay any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Your use of the information, content and services accessed from the Database.
You are prohibited from using any services or facilities provided in connection with the Database to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If You are involved in any violation of system security, ToxServices reserves the right to release Your details to system administrators at other websites in order to assist them in resolving security incidents. ToxServices reserves the right to investigate suspected violations of these Terms. Further, ToxServices reserves the right to report to and fully cooperate with any law enforcement authorities or court order requesting or directing ToxServices to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. BY ACCEPTING THIS AGREEMENT, YOU WAIVE AND AGREE TO HOLD TOXSERVICES HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY TOXSERVICES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER TOXSERVICES OR LAW ENFORCEMENT AUTHORITIES.
These Terms will be governed and interpreted pursuant to the laws of the District of Columbia, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in the District of Columbia in connection with any dispute between You and Us that arises out of these Terms or pertains to the subject matter hereof. The parties to these Terms each agree that the exclusive venue for any dispute between the parties arising out of these Terms or pertaining to the subject matter of these Terms will be in the state and federal courts in the District of Columbia. If any part of these Terms is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms constitute the entire agreement among the Parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on the Database will govern the items to which they pertain. ToxServices may revise these Terms at any time by updating this posting.