THIS WEBSITE IS OWNED AND OPERATED BY COMPLETE GENOMICS, INC. PLEASE READ THESE TERMS OF USE AND OUR PRIVACY POLICY FULLY AND CAREFULLY BEFORE USING WWW.COMPLETEGENOMICS.COM AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS OF YOUR RIGHTS AND EXCLUSIONS. THESE TERMS SET FORTH LEGALLY BINDING TERMS AND CONDITIONS FOR USE OF THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THE SITE.
ACCEPTANCE OF TERMS
By browsing or using the Site, or submitting data to us through the Site, you agree to these Terms and any amendments hereto that may be published from time to time on the Site, each of which is incorporated by reference.
BY USING THIS SITE OR CHECKING ANY BOX INDICATING ASSENT TO THE TERMS, YOU ARE AGREEING TO WAIVE YOUR RIGHT TO SUE IN COURT AND INSTEAD AGREE TO HAVE ALL DISPUTES DECIDED BY AN ARBITRATOR. BY AGREEING TO ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL TO SETTLE DISPUTES RELATING TO YOUR USE OF THE SITE, AS STATED FULLY IN THE “DISPUTE RESOLUTION” SECTION BELOW.
KEY TERMS
“Complete Genomics”, “we,” “us,” or “our” refers to Complete Genomics, Inc. and other U.S. companies wholly owned or controlled by MGI Tech Co., Ltd.
“Content” means logos, design, text, graphics, images, software, audio, video, works of authorship of any kind, and information and other materials that are posted, generated, provided, or otherwise available through or on the Site. We and our licensors exclusively own all right, title, and interest in and to the Content, including all associated intellectual property rights. You acknowledge that Content is protected by copyright, trademark, and other laws of the United States and foreign countries and that you will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights or notices incorporated in or accompanying Content on the Site.
“Site” means the website www.completegenomics.com including all subdomains and subparts, as well as our social media accounts on LinkedIn and other platforms and applications for mobile, tablet, and other smart devices and application programs.
“Terms” refers to the terms and conditions of these Terms of Use, our Privacy Policy, and any other applicable terms relating to programs we offer, expressly incorporated herein by reference.
“User” means any visitor to the Site, regardless of whether the visitor registers for the Site or purchases any services or products from the Site, and is referred to herein as “User” or “you.”
“User Content” refers to any photographs, comments, video clips, or other Content that Users, including you, may upload to the Site. Content includes, without limitation, User Content. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights a User may have to use and exploit their own User Content.
ELIGIBILITY TO USE THE SITE
You may use the Site only if you are eighteen (18) years or older (or the applicable age of majority in your jurisdiction, if greater than eighteen (18) years of age) and capable of forming a binding contract with us and are not barred from using the Site under any applicable law. As long as you comply with these Terms, you may view and use our Site for your educational, research, commercial, and other non-diagnostic purposes. No other use of the Site is authorized.
GOVERNING LAW
These Terms and any action or proceeding relating thereto will be governed by the laws of the State of California. Except as provided elsewhere in the Terms, if any provision or part-provision of these Terms is declared invalid, unlawful, void, or for any reason unenforceable, it will be deemed severable and will not affect the validity and enforceability of the remaining provisions of these Terms, which will be enforced to the maximum extent permissible.
CHANGES TO TERMS OF USE
We reserve the right to make changes to these Terms at any time, and such changes will be effective immediately upon being posted on the Site. Each time you use the Site, you should review the current Terms. You can determine when these Terms were last revised by referring to the “LAST UPDATED” legend at the top of these Terms of Use. Your continued use of the Site will constitute your acceptance of the then-current Terms; however, any material change to these Terms after your last usage of the Site will not be applied retroactively. Except for such material changes, the Terms that were in effect at the time any claim or dispute arose between you and Complete Genomics will be applied.
PRIVACY POLICY
Users of the Site should refer to our Privacy Policy for information about how we use and collect information (as may be updated from time to time). You agree that we may collect, use, retain, disclose, and dispose of your Personal Data to the extent permissible by law and as described in our Privacy Policy and that our policies will govern our handling of your Personal Data to the fullest extent permitted by law.
RULES OF CONDUCT AND GENERAL PROHIBITIONS
You must only use this Site for lawful purposes, and you must not use it in any way that infringes the rights of anyone else or that restricts or inhibits anyone else’s enjoyment of the Site. You may not, without our written consent: (i) copy, reproduce, use, or otherwise deal with any Content on the Site; (ii) modify, distribute, or re-post any Content on the Site for any purpose; or (iii) use the Content of the Site for any commercial exploitation whatsoever.
In using the Site, you further agree not to do any of the following:
- post, publish, submit, or otherwise transmit any Content that: (i) infringes, misappropriates, or violates any party’s patent, copyright, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy; (ii) is knowingly false, fraudulent, misleading, or deceptive; (iii) is defamatory, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy, or otherwise violative of any law; or (iv) promotes illegal or harmful activities or substances; disrupt or interfere with the security of, or otherwise abuse, the Site or any service, systems resource, account, server, or network connected to or accessible through the Site, or affiliated or linked websites; disrupt or interfere with any other User’s enjoyment of the Site, or affiliated or linked websites; post, publish, submit or otherwise transmit through or on the Site any viruses or other harmful, disruptive, or destructive files; use, frame, or utilize framing techniques to enclose our trademark, logo, or other proprietary information (including, but not limited to, images found on the Site, Content, any text, or the layout/design of any page or form contained on a page) without our express written consent; use meta tags or other “hidden text” utilizing our name, trademark, or product name without our express written consent; deep link to the Site without our express written consent; create or use a false identity on the Site, share your account information, or allow any person besides yourself to use your account to access the Site; collect or store personal data about others; attempt to obtain unauthorized access to the Site or portions of it that are restricted from general access; and encourage or enable another User or individual to do any of the foregoing prohibited activities.
By accessing or using this Site you agree to comply with all applicable local, national, and international laws and regulations relating to your use of or activities on the Site. To the extent permissible by law, we will not be responsible or liable to any third party for the User Content or accuracy of any Content posted by you or any other User on the Site. We have the right to remove any User Content or posting you make on the Site if, in our sole discretion, such Content or posting does not comply with the standards set out in these Terms.
If you do not agree to these Terms, you do not have our consent to obtain information from or otherwise use the Site. Failure to use the Site in accordance with these Terms may subject you to civil or criminal penalties.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SITE, AND/OR DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS WHETHER OR NOT YOU HAVE CREATED AN ACCOUNT ON THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or legal entity to these Terms and, in such event, “you” or “your” will refer and apply to that company or other legal entity.
PRODUCT AVAILABILITY
The Site is offered to provide information about products and services available in North America only. Products or services on this Site are for reference only and do not imply that such products or services will be available in your location now or in the future. The products promoted on the Site are not for sale in countries or regions other than North America. For information about our products and services marketed to countries and regions other than North America, please visit the separate website operated by Complete Genomics’s parent company: https://en.mgi-tech.com/.
INDEMNIFICATION
You will defend, indemnify, and hold harmless Complete Genomics, our affiliates, and each of our and their respective officers, directors, employees, contractors, suppliers, representatives, and agents from any and all claims, demands, liabilities, damages, losses, costs, and expenses, including, but not limited to, reasonable attorneys’ fees, that arise from or relate to: (i) your access to or use of the Site or Content; (ii) your User Content; (iii) your violation of these Terms or any applicable law, including infringement by you of any intellectual property rights owned by Complete Genomics or any third party; and (iv) any and all activities that occur under or in connection with your account, username, and/or password for this Site. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Complete Genomics in any investigation and/or litigation concerning the matter.
COPYRIGHTS AND TRADEMARKS
The Site, including all of the Content and organization, graphics, design, compilation, magnetic translation, digital conversion, software, services, and other matters related to same, is the sole and exclusive property of Complete Genomics and protected by applicable copyright, trademark, other proprietary rights, and other laws of the United States and foreign countries. Unless expressly stated otherwise, we retain other proprietary rights in all Content and services and products available through the Site.
Except as stated herein, none of the Content may be copied, modified, reproduced, distributed, republished, downloaded, performed, displayed, posted, transmitted, sold, and or made into derivative works in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise without our prior written consent and permission of the respective copyright owner. You may not, without our express written permission or that of the respective copyright owner: (i) copy, upload, publish, post, submit, or transmit any materials on any computer network or broadcast or publications media; (ii) modify the materials; or (iii) remove or alter any copyright or other proprietary notices contained in the materials. You also may not: (i) sell, resell, or make commercial use of the Site, its Content, services, or products obtained through the Site; (ii) collect or use any product listings or descriptions; (iii) make derivative uses of the Site or its Content; or (iv) use any data mining, robots, or similar data gathering and extracting methods. You are not conveyed any right or license by implication, estoppel, or otherwise in or under any of our patent, trademark, or copyright rights, or other proprietary rights of any third party.
Trademarks and other logos and product names appearing on the Site are registered and unregistered trademarks of Complete Genomics and others who may or may not be affiliated with, connected to, or sponsored by Complete Genomics. These and all of our other trademarks may not be copied, imitated, or used, in whole or in part, without our prior written permission or that of the rights holder. In addition, all page headers, custom graphics, button icons, and scripts are our service marks, trademarks, and/or trade dress, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Any other names and brands on the Site may be claimed as the property of others.
INTELLECTUAL PROPERTY, COPYRIGHT, AND EXCLUSIVITY
Copyright in any manual, sales documentation, technical description, and other documents that may be supplied by Complete Genomics under or in connection with your purchase(s) and any and all intellectual property rights, title, and interest in the formulation or design of Complete Genomics’s services or products, or any part thereof, whether such formulation or design is registered or not, shall vest in Complete Genomics absolutely. Any data, patent, copyright, proprietary right, or confidentiality, know-how, trademark, or process with respect to Complete Genomics’s services or products is the proprietary information (“Proprietary Information”) of Complete Genomics and its third party vendors (as the case may be). You agree that you shall not, without Complete Genomics’s prior written consent, use or disclose the Proprietary Information to any third party for any reason other than that third party’s personal use of Complete Genomics’s services or products. You also agree that you shall not use or provide Complete Genomics’s products to any third party or other entity to reverse engineer or disassemble Complete Genomics’s products or any part thereof to create or derive any Complete Genomics or third party intellectual property.
LINKS TO THIRD PARTY WEBSITES
The Site may contain links to third party websites or services (collectively, the “Third Party Sites”). Such Third Party Sites are not under our control and we are not responsible for any Thirty Party Sites. We provide these Third Party Sites only as a convenience and are not responsible for the content, services, or products on or available from those Third Party Sites. You acknowledge sole responsibility for and assume all risk arising from your use of Third Party Sites. The inclusion of a hyperlink to Third Party Sites does not imply affiliation, endorsement, or adoption by Complete Genomics of the Third Party Sites or any services, products, or information contained therein.
DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY
THE INFORMATION SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. IN NO EVENT WILL COMPLETE GENOMICS, ANY OF ITS SUBSIDIARIES AND AFFILIATES, OR ANY OF THE THIRD PARTIES IDENTIFIED ON THIS SITE BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, (INCLUDING THOSE THAT DIRECTLY OR INDIRECTLY RESULT FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR AS A RESULT OF USE OF THIS SITE, ANY WEBSITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH WEBSITES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND/OR THE EXCLUSION OF IMPLIED REPRESENTATIONS AND WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPLETE GENOMICS. ACCESS TO THE SITE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE OF ACTION OR CLAIM WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU IN THE LAST TWELVE (12) MONTHS TO COMPLETE GENOMICS FOR ANY SERVICES SUPPLIED BY US THROUGH YOUR USE OF THE SITE.
WE WILL NOT BE LIABLE IN ANY AMOUNT FOR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS IF SUCH FAILURE IS CAUSED BY THE OCCURRENCE OF ANY CONTINGENCY BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET OUTAGES, COMMUNICATIONS OUTAGES, FIRE, FLOOD, CONTAGION, OR WAR.
The terms of this section survive any termination of these Terms.
TERMINATION
Notwithstanding anything to the contrary in these Terms, we may, without notice and in our sole discretion, for any reason or no reason, terminate your ability to use the Site and block and prevent future access to and use of the Site. You agree that we will not be liable for any termination of your use of or access to the Site.
NO THIRD PARTY BENEFICIARIES
We and you are the only parties entitled to enforce these Terms. These Terms do not and are not intended to confer any rights or remedies upon any person other than you and Complete Genomics. Notwithstanding the foregoing, the parties agree that the payment card networks are third party beneficiaries of these Terms for purposes of enforcing provisions relating to payments, but that their consent or agreement is not necessary for any changes or modifications to these Terms. You also agree that if we assign, transfer, or sub-contract any of our rights or obligations under these Terms to any third party in writing, such third party may enforce the Terms that are assigned, transferred, or sub-contracted.
DISPUTE RESOLUTION
AGREEMENT TO ARBITRATE AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS
WE EACH AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO OUR SERVICES, PRODUCTS, THESE TERMS, INCLUDING OUR PRIVACY POLICY, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF OR THE USE OF THE SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE SITE (COLLECTIVELY, “DISPUTES”) WILL BE SETTLED BY CONFIDENTIAL BINDING ARBITRATION, EXCEPT THAT each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademark, trade secrets, patents, or other intellectual property rights (the action described, an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in San Jose, California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
You acknowledge and agree that both you and Complete Genomics are waiving the right to a trial by jury or to participate as a plaintiff or class representative or class member in any purported class action or representative proceeding. Further, unless we both otherwise agree in writing, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.
We both agree that these Terms should be interpreted and enforced under the Federal Arbitration Act (9 U.S.C. §§ 1, et seq.) because they memorialize a transaction in interstate commerce. This section will survive termination of these Terms.
ARBITRATION RULES
The arbitration will be administered and governed by the Comprehensive or Expedited Arbitration Procedures of Judicial Arbitration and Mediation Services (JAMS), whichever is appropriate and in effect at the time the arbitration is initiated (the “JAMS Procedures”), which are available at http://www.jamsadr.com or by calling 1-800-352-5267.
The parties expressly agree that JAMS may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration will be limited to the resolution of individual claims only.
DISPUTE NOTICE AND ARBITRATION PROCESS
Prior to initiating an arbitration proceeding, you must first send Complete Genomics a written statement setting forth your name, address, and telephone number, the facts giving rise to the dispute, and the relief requested (“Dispute Statement”). The Dispute Statement to Complete Genomics must be mailed to Complete Genomics, Inc., 2904 Orchard Parkway, San Jose, California 95134, Attention: Arbitration Notice, by registered mail, return receipt requested. If we are unable to resolve your claim within thirty (30) days, then either party that desires to initiate an arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Procedures.
An arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all Disputes relating to Complete Genomics’s services and products, as well as all Disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. Notwithstanding this broad delegation of authority to the JAMS arbitrator, a court may determine the limited question of whether a claim or cause of action is an IP Protection Action.
ARBITRATION LOCATION AND PROCEDURE
Unless the parties otherwise agree, the arbitration will be conducted in San Jose, California. If your claim does not exceed $10,000, then: (i) the arbitration will be conducted solely on the basis of documents the parties submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary; and (ii) if there is a hearing, you may choose whether to participate in person or by telephone. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Procedures. Subject to the JAMS Procedures, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of arbitration.
ARBITRATOR’S DECISION
The arbitrator’s decision will include the essential findings and conclusions of law upon which the arbitrator based the award. Judgment on the arbitration may be entered in any court having competent jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Disclaimer of Warranties,” and “Limitations of Liability” sections above as to the types and amounts of damages for which a party may be held liable. Either party that prevails in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
FEES
The parties will share equally in all JAMS filing, administration, and arbitration fees for any arbitration commenced by you or Complete Genomics pursuant to the terms of this section.
GENERAL TERMS
These Terms constitute the entire and exclusive understanding and agreement between Complete Genomics and you regarding the Site, Content, and services or products that may be provided on the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between you and Complete Genomics regarding the Content or services provided on the Site.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Any notices or other communications provided by Complete Genomics under these Terms, including those regarding modifications to these Terms, will be given: (i) by Complete Genomics via email; or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date we transmit such notice.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Complete Genomics. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Nothing in these Terms will be construed as creating a joint venture, partnership, employment, or agency relationship between you and Complete Genomics, and you do not have any authority to create any obligation on our behalf.
CONTACT INFORMATION
If you have any questions about these Terms, please contact Complete Genomics at: Complete Genomics, Inc., 2904 Orchard Parkway, San Jose, California 95134 or [email protected].