TERMS OF USE.
April 30, 2022
Alea Diagnostics, Inc. a Delaware corporation, ("we", "us" or “our”) provides use of our application and website (“Lorestry”) to you. Our application, website and our software, products, tools, materials, and other services are referred to collectively as the "Services."
Before using the Services please read these Terms of Use (the “Terms”) carefully. By checking the box that reads “I am 18 years of age or older and I have read and agree to the Lorestry Terms of Use and Privacy Notice” when you sign up, and “By logging in, you agree to the Lorestry Terms of Use and Privacy Notice” each time you log in to the Lorestry application, you are affirming that you accept these Terms. If you do not agree to be bound by these Terms, you may not use the Services.
INTENDED USE; ALERTS AND NOTIFICATIONS; LIMITATIONS
NONE OF THE SERVICES ARE INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE SERVICES ARE NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN CONNECTION WITH ANY MEDICAL, LIFE-SAVING, OR LIFE SUSTAINING DECISIONS, SYSTEMS OR PROCEDURES, OR FOR ANY OTHER APPLICATION OR PURPOSE IN WHICH THE FAILURE OF THE SERVICES COULD CREATE A SITUATION WHERE PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH MAY OCCUR. THE SERVICES ARE FOR PERSONAL USE AND INFORMATIONAL PURPOSES ONLY. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR CRITICAL OR LIFE SAFETY OR ANY OTHER IMPORTANT MATTERS SUCH AS THOSE DESCRIBED HEREIN. Remote access to and notifications through the Services will not be 100% available or reliable. While we have implemented policies and technology intended to protect Data (as defined below), you should not rely on its accuracy, availability or completeness. For example, the Services, Data and your devices may be damaged, deleted or corrupted due to causes beyond our reasonable control. We may also make changes to the Services. The availability of Data may change from time to time. We may change, suspend, or discontinue - temporarily or permanently - some or all of the Services, with respect to any or all users, at any time without notice. You agree that we will not be liable to you for any such modification, suspension, or discontinuance of the Services.
“Data” means (i) all information and content created or uploaded by you as a result of use of the Services, including without limitation to any and all account information, location information, names and passwords, (ii) all observations, answers to structured or unstructured questions or prompts, answers to surveys, text, images, photos, pictures, measurements, graphs, data visualizations, reports, electronic or digital records, audio-video files and/or other types of communication data required for the proper exchange of information, and (iii) all information created or generated by our product, processes, algorithms, devices, or any gateways, routers, controllers, loggers, meters, adapters, or sensors connected to or integrated with any of our devices now or in the future, including without limitation any and all text, images, photos, pictures, measurements, graphs, audio-video files, virtual reality, augmented reality, and/or other types of communication data required for the proper exchange of electronic, digital, and other types of information.
PROHIBITED USE
As a user of the Services you agree to observe all restrictions identified in these Terms and you agree not to:
Misappropriate or infringe upon the rights of us or others, including patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights;
License, sell, resell, lease, transfer, distribute, or otherwise commercially exploit or make the Services available to any third party in whole or in part;
Use technology or any other means to access, index, frame or link to the Services (including any content accessed using the Services) that is not authorized by us (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms);
Access the Services (including Data) through any automated means, including "robots," "spiders," or "offline readers";
Decompile, reverse engineer, or disassemble any software or other products, algorithms, methods, business methods, or processes accessible through the Services;
Engage in spamming, mailbombing, spoofing, or any other fraudulent, illegal or unauthorized use of the Services;
Provide or post any content, images, video, reports, screenshots or information of any kind about any person, including anyone under the age of 18, unless you have the legal authority to do so;
Use the Services to request, augment, support, perform, or provide an analysis of a child’s health, wellness, or development, or to form an opinion or any kind about the of the health, development, or wellness of a child by sharing Services an online platform or using crowd-sourcing methods;
Remove, obscure, or alter any copyright notice, trademark or other proprietary rights notices affixed to or contained within the Services;
Use the Services to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of our or another entity's computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of Data;
Circumvent, remove, alter, deactivate, degrade or thwart any of the Data protections in the Services;
Introduce viruses, time bombs, Trojan horses, worms or any other computer code, files, or programs that interrupt, destroy, damage, or limit the functionality of any computer software or hardware or telecommunications equipment;
Damage, disable, overburden, impair, or gain unauthorized access to the Services, including our servers or computer network;
Access or use the Services in violation of any applicable law including but not limited to applicable copyright laws, export control, consumer protection, competition, unfair competition, anti-discrimination or false advertising;
Further any means of fraudulent activity, including identity theft;
Create an account or profiles within the account using false or fake information;
Violate these Terms or any other guidelines or policies posted by us; or
Attempt to do any of the foregoing.
We reserve the right to immediately terminate or restrict your use of the Services at any time, without notice or liability, if we determine or reasonably believe in our sole discretion that you have breached these Terms, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other reason. We may use technical measures to block or restrict your prohibited access to, or use of, the Services, and you agree not to circumvent, avoid, or bypass such restrictions. We also reserve the right to take appropriate legal action against you, and you acknowledge that you will have caused substantial harm to us, and that the amount of such harm would be extremely difficult to measure.
LICENSE; FEEDBACK
We grant you a non-exclusive, non-transferable, non-sublicensable, limited, fully revocable license to access and use the Services, including uploading and storing Data provided through the Services as set forth in these Terms. Except for the license rights set forth herein, as between you and us, we retain all right, title and interest, including all intellectual property rights, in and to the Services.
If you elect to provide any suggestions, comments, improvements, ideas or other feedback relating to the Services to us (collectively, “Feedback”), you acknowledge and agree that we may incorporate into the Services any such Feedback without any obligation, payment, or restriction based on intellectual property rights or otherwise.
By creating an account, entering, uploading, and/or storing any Data through the use of our Services, you grant us a non-exclusive, irrevocable, perpetual, fully paid and royalty-free, worldwide, license to use, analyze, modify, delete from, add to, display, store, transmit, reproduce, share and translate such Data as is reasonably necessary to provide current Services and create new Services, including for the purposes set forth in our Privacy Notice and our Cookies Policy, You expressly acknowledge and consent that we may use and share Personal Data as defined and described in, and subject to, our Privacy Notice and our Cookies Policy.
UPLOADING, STORING AND SHARING DATA
If you are uploading and/or storing any Data through the use of the Services,
you expressly represent and warrant that you have the right, legal authority and/or license to upload and/or store, and to agree to the use and sharing of, any and all Data uploaded and/or stored by you through the use of the Services;
you expressly represent and warrant that all Data is true and correct in all respects;
you understand that you are solely responsible for all Data that you upload, post, transmit, publish; disclose or direct us to disclose; direct others to upload, post or transmit to us on your behalf; or stream through the Services;
you shall not upload, store or transmit through the Services any Data that contains any harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful or racially or ethnically objectionable material of any kind, including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to a civil liability or otherwise violate any applicable laws;
you must not use the Services to input false or misleading Data; and
you must not submit any Data through the Services that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
you must not use the services for purposes that may cause harm.
You acknowledge that we do not pre-screen or approve Data, but that we shall have the right (but not the obligation) in our sole discretion to refuse, delete or remove any Data that is in violation of the Terms.
You represent and warrant that Data provided by you will not infringe or misappropriate any patent, copyright, trademark, trade secret, privacy, or other intellectual property rights of any third party.
If you no longer wish to use the Services, you may delete your account by going to the menu/account settings page of the Lorestry application. If you delete your account, we will anonymize the Personal Data you provided, or directed others to provide, to us before you took action to delete the account.
As the account holder, you are responsible for deciding whether to share Data in your account with your child, except that when your minor child reaches the legal age of majority, your child will have the sole legal authority to control and manage Data that constitutes copies of the minor’s medical or education record that we received from the child’s medical or education provider. When your child reaches the legal age of majority, we will also require both your and your child’s consent if you direct us to share Data concerning your child directly with a third party. You will still continue to have access to Data in your account when your child reaches the age of majority for as long as you keep your account open, with the exception of Data that is copies of your child’s medical and education records, which as mentioned above, will be subject to your child’s sole legal control.
CONFIDENTIAL INFORMATION
The following information is our confidential and proprietary information (collectively, “Confidential Information”): (i) passwords and user IDs assigned to you, if any; (ii) all content transmitted or otherwise made available through the Services other than your Personal Data (as defined in our Privacy Notice); (iii) all of our business, technical, operational, financial or other similar confidential or proprietary information; and (iv) all information and materials marked by us as confidential or proprietary which are provided other than through the Services or that you should otherwise reasonably know to be confidential.
Confidential Information shall not include any information that is: (a) publicly available or later becomes publicly available other than through a breach of these Terms; (b) known to you prior to disclosure by us; (c) subsequently lawfully obtained by you from a third party that is not under any obligations of confidentiality; or (d) independently developed by you without use of the Confidential Information.
You shall not disclose any Confidential Information to third parties or use such Confidential Information, except as required by applicable laws. You shall not use any Confidential Information for any purpose whatsoever other than your receipt of the Services. You shall maintain the confidentiality of the Confidential Information. You acknowledge that any unauthorized use or disclosure of Confidential Information may cause irreparable damage to us, and any other affected parties. If an unauthorized use or disclosure of Confidential Information occurs, you shall immediately notify us and shall take commercially reasonable steps to recover such Confidential Information and prevent subsequent unauthorized use or disclosure thereof.
DISCLAIMER OF WARRANTIES
YOU AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND FOR PERSONAL USE ONLY. THE SERVICES, INCLUDING DATA, AND ANY OTHER SOFTWARE OR MATERIALS CONTAINED ON OR PROVIDED THROUGH THE SERVICES, ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE DO NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE. UNDER NO CIRCUMSTANCE WILL WE BE LIABLE TO ANYONE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY FOR LOSS OF YOUR FILES AND/OR DATA.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS AND SUPPLIERS (COLLECTIVELY, “THE PROVIDER PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, REVENUES, OR GOODWILL, LOSS OR INACCURACY OF DATA OR LOSS OR INTERRUPTION OF USE, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SERVICES WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF FORESEEABLE OR THE PROVIDER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. PROVIDER PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, DATA, EQUIPMENT, SERVICES, DATA OR NETWORKS PROVIDED BY YOU OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR ANY SERVICE ERROR OR INTERRUPTION; CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED ANY AMOUNTS PAID BY YOU TO US (IF ANY) IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE GIVING RISE TO THE CLAIM.
To help resolve any issues between us promptly, you agree to bring any claim arising out of or relating to these Terms of Use, our Privacy Notice, our Cookies Policy, our relationship, or the use of the Services within one year after a claim arises; otherwise, the claim is waived. This limitation applies regardless of the venue in which such claim is or could otherwise be asserted.
We shall not be liable for delay or failure in performance due to fire, flood, hurricane, earthquake, other elements of nature or acts of God, acts of war, acts of a public enemy, acts of a nation or any state, territory, province or other political division, terrorism, riots, civil disorders, rebellions or revolutions, epidemics, pandemics, quarantines, theft, quarantine restrictions, freight embargoes or for any other causes beyond our reasonable control.
INDEMNIFICATION AND RISK OF LOSS
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE PROVIDER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO DATA, YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OR YOUR USE OF THE SERVICES. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.
BREACH OF THESE TERMS
Without prejudice to our other rights under these Terms, if you breach these Terms in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the Services, prohibiting you from accessing the Services, and/or bringing legal action against you.
EXPORT CONTROL LAW
The Services may be subject to export control and sanctions laws of the United States and other applicable government authorities. You will comply with such laws, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions (the “Export Control and Sanctions Laws”). You will not, directly or indirectly, export, re-export, transship, transfer or divert the Services or any related technology, or use or allow use of the Services: (i) to or by any individual, entity, or country prohibited by the Export Control and Sanctions Laws, including, without limitation, the prohibition against exports (a) into, or to a national or resident of, any country subject to U.S. sanctions or similar export restrictions, or (b) to or by anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List or Entity List, or other export control lists; or (ii) for any purpose prohibited by the Export Control and Sanctions Laws, including, without limitation, nuclear, chemical or biological weapons proliferation or development of missile technology. It is your sole responsibility to ensure that you comply with the Export Control and Sanctions Laws with regard to the use of the Services. Any use of the Services by you that, in our reasonable judgment, is unlawful may result in immediate suspension of the Services. we will have no liability for any such suspension made in good faith.
GOVERNING LAW
These Terms shall be governed by and construed according to the laws of the State of Delaware, U.S.A., without regard to conflict of laws provisions. Any legal action relating to these Terms shall be brought in a state or federal court having jurisdiction in Boston, Massachusetts, U.S.A.
MISCELLANEOUS
If a provision of these Terms is determined by a court of competent jurisdiction to be void, invalid, unenforceable, or illegal, the other provisions will continue in effect. Failure by us to enforce any provision of these Terms shall not constitute or be construed as a waiver of such provision or the right to enforce such provision. These Terms, constitute the entire legal agreement between you and us and govern your use of the Services and completely replace any prior agreements between you and us in relation to the Services. Our decision to delay exercising or enforcing any right or remedy under these Terms shall not constitute a waiver of such right or remedy with respect to any party. All provisions of these Terms related to confidentiality, disclaimers of warranties, limitations on liability, and the ownership of intellectual property shall expressly survive the term of your use of the Services.