Service Terms for Concert Bio.
Concert Bio offers sampling and genetic sequencing analysis and monitoring of microbiomes and provides insights to growers on an online dashboard (the“Services”).
PLEASE READ THESE TERMS CAREFULLY
IF YOU DO NOT ACCEPT ALL THESE TERMS AS PROVIDED, DO NOT ACCESS OR USE THIS SITE AND DO NOT OPEN AN ACCOUNT TO USE THE SERVICES.
BY CLICKING “I ACCEPT” WHEN YOU LOG IN TO THE PLATFORM OR BY PLACING AN ORDER FOR A SAMPLING KIT, YOU ACCEPT THESE TERMS, CONSENT TOTHE TRANSMISSION OF CERTAIN INFORMATION DURING ACCOUNT ACTIVATION AND YOUR USE OF THE SITE, PLATFORM, AND THE SERVICES.
The Site, Platform, and our Services and our collection, use, and disclosure of your Personal Information and Account Record is governed by our Privacy Policy. Our Privacy Policy is hereby included by reference in these Terms. If there are inconsistencies between these Terms and the Privacy Policy, then these Terms will control.
Capitalized terms used in these Terms are defined in Section 3.
If we make significant changes to these Terms, we will notify you of those changes and the date on which they will come into effect by posting an alert on the Site, and we may also send you the notice by email.
If you have questions about the Site or the Services, please contact us at contact@concert.bio.
1. Introduction
THESE TERMS AND CONDITIONS (the “Terms”) represent a legal agreement between you, the Customer who has signed up to receive Services (“Customer”,“you”, “your”), and Concert Bio Ltd, registered in England with company no.13568883 and with registered offices at Concert Bio, 134O, Translation And Innovation Hub, 84 Wood Lane, London, England, W12 0BZ (“Concert Bio”, “we”, “us”), that explains your rights and obligations around the platform (“Platform”), the Services, all Content, and the Concert Bio website at www.concert.bio (the “Site”),
2. Additional Terms
These Terms may be supplemented by additional terms in a written quote or agreement related to specific Service options we may make available (“AdditionalTerms“). REFERENCE TO THESE TERMS SHALL INCLUDE THESE TERMS AND ANY ADDITIONAL TERMS. If there are inconsistencies between these Terms and the Additional Terms, the Additional Terms will govern.
3. Definitions
Capitalized terms not otherwise defined in these Terms shall have the following meaning:
“Account” means an account created by a Customer or its authorised user to access the Platform.
“Account Information” means any Personal Information, any User Content collected from or submitted by a Customer in the process of requesting and receiving the Services, the Results, and all other information in an Account.
“Affiliates” means the legal entities that (directly or indirectly) control, are controlled by, or are under common control with the named party, but only for as long as that control exists during the Term. For purposes of this definition,“control” means (a) having, direct or indirect, or the power to direct the management or policies of an entity or (b) having beneficial ownership of at least 50% of the voting securities or other ownership interest or other comparable equity interests of an entity
“Agents” means Affiliates and service providers engaged by Concert Bio to provide the Services.
“Content” means text, data, statistics, images, graphics, documents, forms, guidelines, video, audio or other multimedia content, software, or other information or material we provide on the Site and includes your Account Information.
“Customer Sample Sheet” means the documentation completed by the Customer setting out the Farm Information and the Sample Sets.
“Farm Information” means information about your nursery, including the type of soilless agriculture used, fertilizers and microbial products used, pathogens encountered, crop types grown and independent water loops in operation.
“Feedback” means all comments and suggestions for improvement that you may provide to us by any means.
“Intellectual Property” means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including proprietary ideas, formulae, algorithms, concepts, techniques, processes, procedures, protocols, instructions, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, samples, compounds, organisms, antibodies, biologics, sequences, formulae, algorithms, software (including its source materials and codes), tools, product knowledge, know-how, trade secrets, unpublished patent applications, and other materials or things, trademarks, trade names, and domain names.
“Intellectual Property Rights” means any legal protection now recognized by law or that in the future may be recognized by law anywhere in the world – whether by statute, at common law, or otherwise – relating to the Intellectual Property including patents, copyright and moral rights, trademarks, service marks, domain names, design patents, industrial designs, plant breeders’ rights design rights, and database rights, semiconductor chip or mask work, trade secrets, confidential information, or any other statutory provision or common law principle applicable to these Terms that may provide a right in either the Intellectual Property or the expression or use of the Intellectual Property, whether registered, registrable, unregistered, or unregistrable, and including without limitation all applications therefore or rights to apply for such rights and all similar or equivalent rights or forms of protection which subsist now or will subsist in the future in any part of the world. The Intellectual Property Rights shall include any substitutions, divisions, continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates or the like, or provisional applications of any patents and patent applications, or foreign equivalents thereof.
“Sample Set” means the set of 5 replicate microbiome samples of one type taken in one location selected by the Customer in their system for a single date.
“Metadata” means data that is related to a Sample but not derived from it, such as yield, sampling location, sampling time, and other related or potentially related data points.
“Order Form” means a quote or order for the Services, in which the Customer and Concert Bio agree on the number of Sample Sets, pricing, time point and any other information relevant to the Customer.
“Platform” means the online dashboard which gives Customers and their authorised users access to their Account and the Results.
“Raw Data” means digital files containing the raw content of Sample DNA sequence reads, including base calls and quality data, genetic material/genotype, unprocessed genetic composition of the microbiome, or genome information.
“Report” means a formal confidential report prepared by Concert Bio that interprets the Results in the context of the User Content and may include recommendations to the Customer.
“Representatives” means employees, officers, directors, consultants, contractors, trainees, advisors, and agents.
“Results” means Sequencing Data and Metadata, generated by Concert Bio in the performance of the Service.
“Sampling Kit” means the Concert Bio equipment kit that Customers use to collect root, substrate, nutrient solution, and other sample types for each Sample Set.
“Sampling Guidelines” means the guidelines for taking Samples and using the Sampling Kit, which are provided to Customers from time to time or available at www.concert.bio/sampling-guidelines.
“Sequencing Data” means digital files that include assemblies of Raw Data into larger sequences, annotations, statistical analysis, data visualizations, lists and trees of classified organisms, presence/absence of pathogens and indicator species.
“Sample Information” – information about Samples you submit to us, includingname, type, location, date of sampling, identification code, and notes.
“Samples” means CEA samples, including nutrient solution, plant materials, and plant growth substrate, as outlined on the Order Form, that a Customer submits to us to receive the Services;
“User” means a person authorised by the Customer to log in to the Platform and use the Services.
“User Content” means any text, data, images, graphics, documents, video, audio or other multimedia content that you submit to or upload onto the Platform to facilitate our provision of the Services and includes the Sample Information, User information, photographs, site addresses and other testing or meta data.
“we,” “us,” or “our” means Concert Bio Limited, our Agents, and our respective officers, directors, employees, contractors, and consultants.
“you” or “your” means the Customer, a soilless grower of crops, or its authorised users who use the Site, open an Account, use the Services or the Content.
Provide, operate, and maintain our website
Improve, personalize, and expand our website
Understand and analyze how you use our website
Develop new products, services, features, and functionality
Communicate with you, either directly or through one of our partners, including for customer service, to provide you with updates and other information relating to the website, and for marketing and promotional purposes
Send you emails
Find and prevent fraud
4. Concert Bio’s Services
1) General
We offer sampling and genetic sequencing analysis of Samples and a free Account to access our Platform to monitor microbiomes. Concert Bio will send to Customers a Sampling Kit for the number of Sample Sets specified in the Order Form. You understand and agree that by providing Samples and receiving the Services, you will receive a contextualized Report, but you do not acquire any rights in the Results or in any research or commercial products that we may develop based on aggregated Results. You explicitly acknowledge and understand that you will not receive any compensation for any research or commercial products that include or result from any anonymized Results.
2) Sample Submission and Use
Each Sample Set consists of 5 replicate microbiome samples of one type taken in one location selected by the Customer in their system for a single date. Multiple Sample Sets may be collected within a system on one date. Sample Sets may be in the same water loop or in separate water loops. For example, nutrient solution samples from separate water loops would be different Sample sets. Multiple Sample Sets may also be collected from each water loop, e.g. analysis of roots, nutrient solution and substrate within the same water loop would each be a different Sample Set.
You represent that you are a Customer or a duly authorized representative of a Customer and have the full legal authority to submit the Samples. If you are a Customer submitting Samples from outside of the UK, you are fully responsible for ensuring that the country from which you intend to send Samples is not subject to any export bans or restrictions and that the UK does not ban or restrict imports from your country.
We acknowledge that the Samples may have unknown biological and chemical properties and should be handled with caution. We will store, use, handle, and dispose of all Samples under applicable laws and government guidelines and regulations for handling biological or chemical material and any additional instructions you provide.
We will use the Samples to provide the Services. We may also use the Samples to conduct research and development to improve the Services and our understanding of microbiome science. Any DNA extracted from Samples but not used to provide the Service may be archived or disposed of at our discretion. Unless otherwise specified in writing, no right, title, or license in or to the Samples or any Intellectual Property Rights therein are granted to the Customer or implied by these Terms.
3) License to Use Samples
a. Permitted Use
Customer hereby grants to Concert Bio, and we accept a limited, revocable, non-exclusive, non-transferable, royalty-free right and license to use the Samples and Customer’s User Content solely to perform the Service and for no other purpose whatsoever.
You acknowledge and agree that we may use the Results to improve the quality of our Service and may use, share, and publish anonymized and aggregated Results.
b. Non-Use
We acknowledge and agree that the Samples and your User Content will be used at our or our Agents’ premises. Except as explicitly permitted in these Terms, they will not be shared or transferred to a third party or exploited for our benefit.
4) Termination of Services
a. By Customer
A Customer may terminate the Services without penalty if the Customer submits written notice of termination to us and we receive such notice beforewe initiate any work or place any non-cancellable orders related to the Services. A cancellation fee may apply if we initiated work on but have not completed the Services. The cancellation fee shall be assessed on a caseby-case basis depending on the stage of Sample processing. If we completed the Services and generated the Results before receiving the notice of cancellation, then the entire amount owing for the Services will bedue and payable to us.
b. By Concert Bio
We may elect to terminate the Services at any time: (i) if despite using reasonable efforts, we determine that we are unable to provide the Service and to generate the Results due to Sample instability, degradation resulting in insufficient DNA extracted, contamination and incompatibility, toxicity, or other similar events outside our technical control; (ii) for insufficient Sample quantity to complete the Service, provided that we will have requested additional Samples quantities from the Customer, but the Customer failed to comply with the request within the time indicated; (iii) out of concern, in our sole but reasonable discretion, for biosecurity or biosafety reasons, or export restrictions; or (iv) if the Customer breaches any provisions of these Terms and fails to remedy the breach within 7 days of receiving notice thereof from us.
5. Billing and Payment
- If you select a subscription of the Service (a “Subscription Account”) Concert Bio will bill you in advance for use of the Service on the frequency that you select on an Order Form. You can still submit the Samples without being a subscriber and Concert Bio will bill you on the same terms as if you had a Subscription Account.
- Concert Bio reserves the right to modify pricing at any time for renewal terms; provided, that Concert Bio will notify you or the account admin prior to any price increase affecting that Account.
- All payments due are in British Pounds sterling (GBP) unless otherwise indicated on the Order Form or invoice. Credit card, debit card or other non-invoice forms of payment are due at the beginning of the relevant subscription term. Concert Bio will charge you for all fees when due. Concert Bio may enable other forms of payment which may be subject to additional terms. Payments for invoices are due thirty (30) days after the invoice date, unless otherwise specified, and are considered delinquent thereafter.
- Except as expressly set forth in this Agreement or when required by law, all fees are non-cancellable and once paid are non-refundable, even in the case of unused subscription.
- You will pay fees without any set-off, counter claim, deduction or withholding of any kind, except as may be required by law. If any with holding or deduction is required by law, you will, when making the payment to which the with holding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that it would have received if no such with holding or deduction had been required.
6. Scope of Services
THE SERVICES AND THE REPORT ARE PROVIDED “AS IS” FOR RESEARCH, INFORMATION, AND EDUCATIONAL PURPOSES ONLY AND ARE NOT AND ARE NOT INTENDED TO CONSTITUTE ADVICE OF ANY KIND.
THE METHODS, TECHNIQUES, AND PROTOCOLS USED TO PROVIDE THE SERVICES ARE BASED ON PRINCIPLES GENERALLY KNOWN AND USED BY THE MICROBIOME RESEARCH COMMUNITY BUT REMAIN EXPERIMENTAL AND HAVE NOT BEEN EXPRESSLY USED, APPROVED, CLEARED, AUTHORIZED, OR CONTRAINDICATED BY ANY GOVERNMENTAL AGENCY FOR SOILLESS AGRICULTURE SYSTEMS. THE CUSTOMER MUST ONLY USE THE RESULTS FOLLOWING APPLICABLE LAWS, RULES, REGULATIONS AND GOVERNMENTAL POLICIES APPLICABLE IN THE JURISDICTION IN WHICH THE CUSTOMER OPERATES.
CONCERT BIO IS NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR FAIL TO MAKE ABOUT CROP HEALTH BASED ON THE RESULTS OF OUR SERVICES. THE ENTIRE RISK AS TO THE USE OF THE SERVICES AND RELIANCE ON THE REPORT RESTS WITH THE CUSTOMER AND ANY RECOMMENDATIONS OF PROFESSIONAL ADVICE AND RECOMMENDATION OF QUALIFIED PLANT PATHOLOGISTS AND CROP ADVISORS.
7. Changes to Site and Services
We reserve the right, at any time and for any reason, to (1) modify, suspend, or terminate the Site, Platform, and the Services without notice to you and without liability to you or any third-party; (2) refuse to offer Services to any person, or in any jurisdiction; and (3) to report verbal or written abuse of any kind (including threats of abuse or retribution) you make toward another User, our directors, officers, employees, contractors, or our third-party service providers to the authorities.
8. Accuracy of Content
We, and any other Person involved in the management of the Site, Platform or provision of the Services, may make changes to the Content at any time and without notice. While we make commercially reasonable efforts to ensure that the Content is accurate, current, and error-free, occasionally, some Content on our Site or Platform may be inaccurate, incomplete, or contain typographical or other errors (together “Errors”). We reserve the right, but we do not have an obligation to correct Errors or change the Content, except as law requires. You should not take any updates to these Terms to indicate that such Errors have been corrected.
9. Location
We operate the Site, the Platform, and offer Services from the United Kingdom. Our Services are only made available where they can be legally offered, and we do not represent or warrant that either the Services or any Content are legal for use in any other locations.
If you use the Site, Platform or access the Services from another location, you must comply with all provincial, state, or federal laws applicable in the location from which you access them.
10. Intellectual Property Rights and Licenses
- Ownership of Site, Platform, the Content, the Services, the Service Results
You hereby acknowledge and agree that Concert Bio or its licensors own the entire right, title, and interest in and to Site, Platform, the Content, the Services, the Service Results, and the Intellectual Property Rights in each of them. All trademarks, service marks, logos, trade names and any other proprietary designations of Concert Bio used in/on/with any Content on the Site, Platform, the Content are common law or registered trademarks of Concert Bio or used under license by Concert Bio. Nothing in these Terms grants you any rights, title, or interest in any of the preceding, other than as explicitly provided in these Terms. - Ownership of Samples and Genetic Material
Concert Bio hereby acknowledges and agrees that the Customer maintains all right, title, and interest in and to the Samples, the extracted genetic material from the Samples, and the User Content and the Intellectual Property Rights in each of them. The Customer hereby irrevocably assigns its right, title and interest in the genetic material Concert Bio extracted from the Samples to Concert Bio. Other than as explicitly provided in these Terms, nothing in this Agreement gives us any rights, title, or interest in any of the preceding, other than as expressly provided in these Terms. - Ownership of Report
Concert Bio acknowledges and agrees that the Customer owns the Report, and Concert Bio hereby assigns all its right, title, and interest and all Intellectual Property Rights therein to the Customer. - Ownership of Service Results
The Customer acknowledges and agrees that Concert Bio holds all right, title, and interest in and to the Results and all Intellectual Property Rights therein. - Ownership of Microorganisms
Concert Bio owns all right, title and interest in and to any microorganisms it isolates from a Sample biomass, all research and development performed on and derived from such microorganisms, and all Intellectual Property Rights in the preceding. You acknowledge that we may seek immediate injunctive relief, in addition to any other remedies available to us, if you violate this section of the Terms. - Licenses
Subject to these Terms, Concert Bio hereby grants you, and you accept, a non-exclusive, non-transferable, revocable, non-sublicensable, and limited right license to Use the Site, Platform, and Account together with their underlying software and software code and non-commercial access to your Account solely to receive the Services (the “License”). This License does not transfer the right, title, and interest of Concert Bio or its licensors in and to the Platform from Concert Bio, or its licensors, to you
11. Access and Restrictions on Use
- Permitted Use
You may access and Use the Site, Platform, and Account only for the provision of Services, under these Terms, all applicable laws and regulations in the location from which you are Using them. - Prohibited Uses
You acknowledge and agree that your Use of the Site, Platform, and Account is limited to the License, as described in Section 10(f). If you engage in any of the following activities when Using the Site, Platform, or Account, we have the right to terminate your Account and cease providing Services to you. Therefore, you agree that you:
i) Will not adjust, circumvent, or remove or try to adjust, circumvent, or remove any Intellectual Property Rights notices on the Site, Platform, Account, or the Content on any of them in whatever medium and as it initially appeared on any of them, including copyright notices and any digital rights or other security technology;
ii) Will not Use the Site, Platform, or the Account or the Services for any purpose and in any manner that is, explicitly or implicitly, prohibited by these Terms, that is inconsistent with our Privacy Policy; will not post, display, distribute, upload, or expose Content that contravenes our Privacy Policy or violates the privacy, Intellectual Property Rights, or contractual rights of any Person, or that facilitate or promote activities that violate, or are otherwise prohibited by applicable law in the location from which you Use them;
iii) Will not defame or disparage anyone associated with us, or make any obscene, derogatory or offensive comments about us, the Site, the Platform or any other User, so as to bring us or any third party into disrepute or to cause us to be liable to any third party; will not use the Site, Platform, or the Account to promote or condone hate or violence on any grounds;
iv) Will not, and will not attempt to, decompile, copy, disassemble, modify, adapt, reverse engineer, or otherwise attempt to derive the source code for the Site or the Platform (except to the extent you maybe expressly permitted to decompile under applicable law); distribute, encumber, sell, rent, lease, sublicense, transmit, perform, or publish, deep-link, create derivative works from or exploit the underlying software or source code of the Site or the Platform for your benefit or the benefit of any third party;
v) Will not use any methods or tools to access, scrape, crawl or spider any pages of the Site or the Platform, or to systematically collect, store, transmit, distribute, or retrieve data or other content from our Site or Platform, to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, in any way; will not transfer the Content or any part of it without our express written consent, which is not granted in these Terms or any Additional Terms.
vi) Will, not damage, abuse, disable, overburden, impair, or interfere with the security or the functioning of the Site, the Platform, or the Account such as by distributing viruses or malware of any kind or other similar harmful software code; or transmitting unsolicited commercial electronic messages;
vii) Will not sell access to, reproduce, modify or attempt to modify the Site, Platform, Account, or Content in any way, or reproduce, display, perform, distribute, or use any of them in public or for any public or commercial activities; and will not copy any HTML or other programs that are available on the Site or the Platform.
viii) Will not use the Site, the Platform or their software and underlying code as server software, for commercial hosting, make the software available for simultaneous use by multiple users over a network, install the software on a server and allow users to access it remotely, or install the software on a device for use only by remote users, or in whole or in part, whether modified or unmodified, incorporate the Site or the Platform software and source code into other programs;
ix) Will not impersonate another Person or User, or otherwise misrepresent yourself or your affiliation with any Person; forge any TCP/IP packet header or any part of the header information in any email, or in any way Use the Site, Platform, Feedback, or User Content to send altered, deceptive, false source-identifying information; or attempt to obtain unauthorized access to the Site or the Platform or portions of either of them that are restricted from general access; open an Account using an e-mail address that you do not own; or submit any incomplete, false or inaccurate information, including without limitation incomplete, false or inaccurate biographical information when you open an Account or at any other time
x) Will not use, display, mirror, or frame the Site, Platform or the Content, or any part of them, use our name or any of our trademarks, logos or other proprietary information, or the layout and design of any page or forms of the Site or Platform without our express written consent;
xi) Will, not access, tamper with, or use non-public areas of the Site or Platform; attempt to probe, scan, or test the vulnerability of any of our systems or networks, or to breach or attempt to breach any security or authentication measures; avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure we use to protect the Site and the Platform;
xii) Will not represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so with you in writing; and
xiii) are solely responsible for all costs and expenses we may incur concerning your engagement in any of the above activities.
12. Submitting User Content to Us
- User Content
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit (“Make Available”) User Content on the Site, your Account, and Platform, and you acknowledge and agree that you are solely responsible for all such User Content which you elect to Make Available. Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of that User Content or that you have all the licenses, consents, and releases necessary to Make Available the User Content; and (ii) that the User Content, your use of it, or your Making it Available, does not infringe a third party’s Intellectual Property Rights or any rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Only User Content uploaded into your Account on the Platform is confidential. Your Making Available any User Content outside of your Account is not confidential information, and we will not be liable for any Use and disclosure of such User Content. If you post or upload any User Content to the Site or the Platform outside your Account, you acknowledge and agree that subject to our Privacy Policy; we may Use such information as we see fit, including to reproduce, transmit, publish, and post it, on any medium anywhere in the world for free.
You hereby grant to Concert Bio a worldwide, irrevocable, perpetual, nonexclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit any User Content made available on the Site or the Platform, other than in the Account, and you hereby waive your moral rights in the User Content. - Feedback
We welcome and encourage your Feedback. You acknowledge and agree that all feedback you give us about the Site, Platform, and Services is the sole and exclusive property of Concert Bio, and you hereby irrevocably assign to Concert Bio all your right, title, and interest in and to the Feedback and all Intellectual Property Rights in it and hereby waive any moral rights you may have in the Feedback. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect, and maintain our Intellectual Property Rights and other legal protections for the Feedback.
13. Accounts
- Eligibility and Registration
A Customer or a duly authorised representative of a Customer can register for an Account to access the Platform. You represent and warrant that you will provide accurate, current, and complete information in your Account and update such information from time to time to keep it accurate, current and complete. We reserve the right to suspend or terminate your Account and access to Services if any information you provided during registration or any time after that proves to be inaccurate, fraudulent, outdated, or incomplete. - Account Login Credentials
Your Account login credentials will be created at registration. It is vital that you keep your login credentials safe and not share them with anyone. You acknowledge and agree that you are responsible for safeguarding your login credentials and are solely responsible for any actions taken under your Account, whether or not you have authorised such actions. If you suspect that your login credentials may have been lost, stolen, or compromised, you must notify us immediately by email at accounts@concert.bio. - Account Suspension, Deactivation, or Termination
We may, at our discretion, with or without prior notice to you, and at anytime, limit, suspend, deactivate or cancel your Account if we determine or suspect that you have violated any other provisions of these Terms. You may cancel or suspend your Account at any time by sending us an email at accounts@concert.bio. Upon cancellation of an Account, your Account Record will be subject to our data retention and destruction policies outlined in our Privacy Policy
14. Hyperlinks and third-party Site and the Platform or Mobile Apps
The Site and the Platform may contain hyperlinks or references to third-party websites that we provide for your convenience only. Those hyperlinks do not constitute our endorsement of those sites, their operators, or any products or services that may be sold on those sites. We will indicate if we are associated with any third parties that we hyperlink on our Site or Platform
When you click on a link to a third-party site, you will leave the Site or the Platform, and you will be subject to the terms and conditions of those sites. We have no control over any third-party websites, and we accept no responsibility for any content, material or information on them or for your use or reliance on any of them.
15. Disclaimer of Warranties
WE EXPRESSLY DISCLAIM ANY GUARANTEE OF THE EFFECTIVENESS OF ANY SPECIFIC COURSE OF ACTION, RESOURCES, TESTS, INOCULANTS, BIOCONTROLS, ANY OTHER INFORMATION OR OPINIONS MENTIONED IN ANY CONTENT.
WE PROVIDE THE SITE, PLATFORM, ACCOUNTS, CONTENT, SERVICES, AND REPORT ‘AS IS’ AND ‘AS AVAILABLE’ FOR RESEARCH, INFORMATION, AND EDUCATIONAL PURPOSES ONLY AND ARE NOT, AND ARE NOT INTENDED TO CONSTITUTE, ADVICE OF ANY KIND
WE ARE NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR FAIL TO MAKE ABOUT YOUR CROPS BASED ON THE REPORT. THE ENTIRE RISK AS TO THE USE OF THE SERVICES AND RELIANCE ON THE REPORT RESTS WITH THE CUSTOMER AND ANY RECOMMENDATIONS A CUSTOMER MAY RECEIVE FROM QUALIFIED PLANT PATHOLOGISTS AND CROP ADVISORS.
THE METHODS, TECHNIQUES, AND PROTOCOLS USED TO PROVIDE THE SERVICES ARE BASED ON PRINCIPLES GENERALLY KNOWN AND USED BY THE MICROBIOME RESEARCH COMMUNITY THEY ARE EXPERIMENTAL FOR USE IN SOILLESS AGRICULTURE SYSTEMS, AND WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE SITE, PLATFORM, ACCOUNT, SERVICES AND THE REPORT, INCLUDING, WITHOUT LIMITATION: ANY NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OF A THIRD PARTY, ANY WARRANTY THAT THE SERVICES OR THE REPORT WILL MEET YOUR REQUIREMENTS, OR THAT IT WILL BE AVAILABLE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, CURRENT, OR COMPLETE; OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, OR THE COURSE OF USAGE OR TRADE, ANY WARRANTY ARISING FROM STATUTE OR OTHERWISE IN LAW.
16. Limitation of Liability
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to, use of, and reliance on the Site, Platform, Content, Account, Services, and Report remains with you.
We will not be deemed to be in violation of these Terms unless you first provide us written notice specifying the nature of the default, and we failed to cure the default within thirty (30) days of receipt of the notice or, if cure within such period is not practicable, to be diligently proceeding to cure the default.
Except as otherwise provided in these terms, in no event will we be liable to you or any third party for any, lost profits, lost savings, lost revenues, loss of goodwill, loss of business, business interruption, loss of data, loss of productivity, loss of information or data, damage to crops or equipment or similar losses arising, directly or indirectly from (1) your reliance on the report, implementing or failing to implement recommendations from the report, (2) your use of, or the inability to use your Account, the Site, the Platform, the Content, the Services, or the Report, for any reason; (3) your use or reliance on any content, information, products, or services on any linked sites, (4) any errors or omissions in the Content, your Account, or the Report; (4) our or your transmission of confidential information, personally identifiable information, or other sensitive information though the internet, including by email, to or from the Site, the Platform, or your Account; or any incidental, indirect, special, punitive, exemplary, or consequential damages related in any way to these Terms, Site, Platform, Account, Content, the Services, the Report, or your reliance on any of them, and regardless of the legal theory upon which any such damages claim is based. This exclusion applies even if we have been advised of the possibility of such damages in advance and even if any available remedy fails its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you in that regard.
In no event will our total liability for breach of any warranty expressly provided hereunder exceed the total amount paid by a Customer for the Services.
17. Indemnification
You hereby agree to release, defend, indemnify, and hold us harmless from and against any and all liabilities, damages, claims, costs, threats, losses, fines, fees and expenses (including reasonable attorneys’ fees and costs), (individually a“Claim” and together “Claims”) made by a third-party arising directly or indirectly from: a) your Use or reliance on the Site, Platform, Content, Services, or Report (b) your breach, or the breach by any person for whom you are responsible at law, of these Terms, and any Additional Terms, or the Privacy Policy; (c) your User Content; (d) your violation of any rights of a third-party, (e) your use, reliance on, or engagement of any kind with any of our service providers and (f) your use or reliance upon any sites linked on the Site or the Platform, or your commercial or other relationship with the operators of those sites and any contract for products or services of those parties that you may have entered, (g) the acts or omissions and professional decisions of your Representatives; and (h) your negligent or wilful misconduct, or the negligent or wilful misconduct of any person for whom you are responsible at law. In addition, you agree to reimburse us for any costs, attorney’s fees and expenses we may incur to enforce the provisions of these Terms against you, whether by arbitration, prosecution of a lawsuit, or otherwise. You will not be required to indemnify us, to the extent allowed by law, where such Claims are caused by our gross negligence or wilful misconduct.
18. Accounts
- Relationship of The Parties
You and we are independent contractors under these Terms, and these Terms do not, and shall not be construed to, create a partnership or joint venture, agency relationship, or employment relationship between us. Neither we nor you have the right or authority to create any obligations on each other’s behalf. - Entire Agreement
These Terms, any applicable Additional Terms, the Privacy Policy and the Cookie Policy, the Customer Sample Sheet, the Sampling Guidelines, and any other documents incorporated by reference in these Terms, contain the entire understanding and agreement between us and you about your Use of the Site, the Platform, Content, and your Use of the Services, and supersede any prior agreements between you and us, including, but not limited to, any previous versions of these Terms. - Force Majeure
Neither you nor we will be liable for delay in delivery or non-performance under these Terms in whole or in part (other than a failure to pay any amount due by you under these Terms), nor shall you have the right to terminate the Services where delivery or performance has been affected by causes beyond our reasonable control. Such causes may include, but are not limited to, natural disasters (including fire, floods, hurricanes, tornadoes, and tsunamis), acts of government (including requirements or regulations of any civilian or military authority, declared national, provincial, or local emergencies), acts of war, terrorism, cyberattack, insurrections, riots, civil commotion, strikes, lockouts or other labour disturbances, (each a “Force Majeure Event”). The party affected by a Force Majeure Event shall, as soon as possible but no later than ten (10) days of its occurrence, give notice to the other party stating the nature of the condition causing the delay, its anticipated duration and any action being taken to avoid or minimize its effect of such Force Majeure Event. The suspension of performance shall be of no greater scope and no longer duration than is reasonably required, and the nonperforming party shall use commercially reasonable efforts to remedy its inability to perform. - Severability
If any part of these Terms is found void and unenforceable by a court or arbitrator of competent jurisdiction, then that provision shall be severed from these Terms, then the rest of these Terms will remain valid and enforceable. - Cumulative Remedies
Other than as expressly stated in these Terms, the remedies provided in these Terms are in addition to, and without prejudice to, any other remedies you or we may have at law or in equity. - Waiver
If we choose not to enforce any right that we have against you at any time, this does not prevent us from later exercising or enforcing that right. - Assignment
You may not assign, sub-license, or otherwise transfer any of your rights and obligations in these Terms to any other Person without our prior written consent, which we may give or withhold, at our sole discretion. We may assign these Terms without notice to you or permission from you. - Governing Law and Jurisdiction
These Terms shall be governed by and interpreted under the laws of England & Wales, without regard to principles of conflicts of laws that may impose the laws of another jurisdiction. You and we irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of England regarding any dispute or claim that may arise from or in connection with these Terms. - Enurement
These Terms will be binding upon and inure to your and our benefit and to the benefit of your and our respective successors, permitted assigns and legal representatives. - Survival
Any provisions of these Terms that require or contemplate performance after termination and, by their nature, must survive the termination of your Account, or your Use of the Services will survive such termination.
If you have any questions regarding these Terms or if you wish to request anyinformation from us, please contact us by email at contact@concert.bio.
