Service Terms for Concert Bio.
Concert Bio offers sampling and genetic sequencing analysis and monitoring ofmicrobiomes 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 ORUSE 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 PLACINGAN ORDER FOR A SAMPLING KIT, YOU ACCEPT THESE TERMS, CONSENT TOTHE TRANSMISSION OF CERTAIN INFORMATION DURING ACCOUNTACTIVATION AND YOUR USE OF THE SITE, PLATFORM, AND THE SERVICES.
The Site, Platform, and our Services and our collection, use, and disclosure ofyour Personal Information and Account Record is governed by our Privacy Policy.Our Privacy Policy is hereby included by reference in these Terms. If there areinconsistencies between these Terms and the Privacy Policy, then these Termswill 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 thosechanges and the date on which they will come into effect by posting an alert onthe Site, and we may also send you the notice by email.
If you have questions about the Site or the Services, please contact us atcontact@concert.bio.
1. Introduction
THESE TERMS AND CONDITIONS (the “Terms”) represent a legal agreementbetween 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 AndInnovation Hub, 84 Wood Lane, London, England, W12 0BZ (“Concert Bio”, “we”, “us”),that explains your rights and obligations around the platform (“Platform”), theServices, 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 oragreement related to specific Service options we may make available (“AdditionalTerms“). REFERENCE TO THESE TERMS SHALL INCLUDE THESE TERMS AND ANYADDITIONAL TERMS. If there are inconsistencies between these Terms and theAdditional Terms, the Additional Terms will govern.
3. Definitions
Capitalized terms not otherwise defined in these Terms shall have the followingmeaning:
“Account” means an account created by a Customer or its authorised user toaccess the Platform.
“Account Information” means any Personal Information, any and User Contentcollected from or submitted by a Customer in the process of requesting andreceiving the Services, the Results, and all other information in an Account.
“Affiliates” means the legal entities that (directly or indirectly) control, arecontrolled by, or are under common control with the named party, but only for aslong as that control exists during the Term. For purposes of this definition,“control” means (a) having, direct or indirect, or the power to direct themanagement or policies of an entity or (b) having beneficial ownership of at least50% of the voting securities or other ownership interest or other comparableequity interests of an entity
“Agents” means Affiliates and service providers engaged by Concert Bio toprovide the Services.
“Content” means text, data, statistics, images, graphics, documents, forms,guidelines, video, audio or other multimedia content, software, or otherinformation or material we provide on the Site and includes your AccountInformation.
“Customer Sample Sheet” means the documentation completed by the Customersetting out the Farm Information and the Sample Sets.
“Farm Information” means information about your nursery, including the type ofsoilless agriculture used, fertilizers and microbial products used, pathogensencountered, crop types grown and independent water loops in operation.
“Feedback” means all comments and suggestions for improvement that you mayprovide to us by any means.
“Intellectual Property” means any property, tangible or intangible, that may besubject to Intellectual Property Rights, including proprietary ideas, formulae,algorithms, concepts, techniques, processes, procedures, protocols, instructions,methodologies, plans, systems, research, information, documentation, data, datacompilations, specifications, requirements, designs, diagrams, programs,inventions, technologies, samples, compounds, organisms, antibodies, biologics,sequences, formulae, algorithms, software (including its source materials andcodes), tools, product knowledge, know-how, trade secrets, unpublished patentapplications, and other materials or things, trademarks, trade names, and domainnames.
“Intellectual Property Rights” means any legal protection now recognized by lawor that in the future may be recognized by law anywhere in the world – whetherby statute, at common law, or otherwise – relating to the Intellectual Propertyincluding patents, copyright and moral rights, trademarks, service marks, domainnames, design patents, industrial designs, plant breeders’ rights design rights, anddatabase rights, semiconductor chip or mask work, trade secrets, confidentialinformation, or any other statutory provision or common law principle applicable tothese Terms that may provide a right in either the Intellectual Property or theexpression or use of the Intellectual Property, whether registered, registrable,unregistered, or unregistrable, and including without limitation all applicationstherefor or rights to apply for such rights and all similar or equivalent rights orforms of protection which subsist now or will subsist in the future in any part ofthe world. The Intellectual Property Rights shall include any substitutions,divisions, continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificatesor the like, or provisional applications of any patents and patent applications, orforeign equivalents thereof.
“Sample Set” means the set of 5 replicate microbiome samples of one type takenin 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 asyield, sampling location, sampling time, and other related or potentially relateddata points.
“Order Form” means a quote or order for the Services, in which the Customer andConcert Bio agree on the number of Sample Sets, pricing, timepoint and any otherinformation relevant to the Customer.
“Platform” means the online dashboard which gives Customers and theirauthorised users access to their Account and the Results.
“Raw Data” means digital files containing the raw content of Sample DNAsequence 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 thatinterprets the Results in the context of the User Content and may includerecommendations 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 theperformance of the Service.
“Sampling Kit” means the Concert Bio equipment kit that Customers use to collectroot, substrate, nutrient solution, and other sample types for each Sample Set.
“Sampling Guidelines” means the guidelines for taking Samples and using theSampling Kit, which are provided to Customers from time to time or available atwww.concert.bio/sampling-guidelines.
“Sequencing Data” means digital files that include assemblies of Raw Data intolarger sequences, annotations, statistical analysis, data visualizations, lists and trees of classified organisms, presence/absence of pathogens and indicatorspecies.
“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, andplant growth substrate, as outlined on the Order Form, that a Customer submits tous to receive the Services;
“User” means a person authorised by the Customer to log in to the Platform anduse the Services.
“User Content” means any text, data, images, graphics, documents, video, audioor other multimedia content that you submit to or upload onto the Platform tofacilitate our provision of the Services and includes the Sample Information, Userinformation, photographs, site addresses and other testing or meta data.
“we,” “us,” or “our” means Concert Bio Limited, our Agents, and our respectiveofficers, directors, employees, contractors, and consultants.
“you” or “your” means the Customer, a soilless grower of crops, or its authorisedusers 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 freeAccount to access our Platform to monitor microbiomes.Concert Bio will send to Customers a Sampling Kit for the number of SampleSets specified in the Order Form. You understand and agree that byproviding Samples and receiving the Services, you will receive acontextualized Report, but you do not acquire any rights in the Results or inany research or commercial products that we may develop based onaggregated Results. You explicitly acknowledge and understand that youwill not receive any compensation for any research or commercial productsthat include or result from any anonymized Results.
2) Sample Submission and Use
Each Sample Set consists of 5 replicate microbiome samples of one typetaken in one location selected by the Customer in their system for a singledate. 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. Forexample, nutrient solution samples from separate water loops would bedifferent Sample sets. Multiple Sample Sets may also be collected fromeach water loop, e.g. analysis of roots, nutrient solution and substratewithin the same water loop would each be a different Sample Set.
You represent that you are a Customer or a duly authorized representativeof 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 arefully responsible for ensuring that the country from which you intend tosend Samples is not subject to any export bans or restrictions and that theUK does not ban or restrict imports from your country.
We acknowledge that the Samples may have unknown biological andchemical properties and should be handled with caution. We will store, use,handle, and dispose of all Samples under applicable laws and governmentguidelines and regulations for handling biological or chemical material andany additional instructions you provide.
We will use the Samples to provide the Services. We may also use theSamples to conduct research and development to improve the Services and our understanding of microbiome science. Any DNA extracted fromcSamples but not used to provide the Service may be archived or disposed of at our discretion. Unless otherwise specified in writing, no right, title, orlicense in or to the Samples or any Intellectual Property Rights therein aregranted to the Customer or implied by these Terms.
3) License to Use Samples
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.
Non-Use.
We acknowledge and agree that the Samples and your User Content will beused 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 forour 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 usingreasonable 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 fromus.
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 frequencythat you select on an Order Form.
- Concert Bio reserves the right to modify pricing at any time for renewalterms; provided, that Concert Bio will notify you or the account admin priorto 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 thecase 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 ARENOT INTENDED TO CONSTITUTE ADVICE OF ANY KIND.
THE METHODS, TECHNIQUES, AND PROTOCOLS USED TO PROVIDE THESERVICES ARE BASED ON PRINCIPLES GENERALLY KNOWN AND USED BY THEMICROBIOME RESEARCH COMMUNITY BUT REMAIN EXPERIMENTAL AND HAVENOT BEEN EXPRESSLY USED, APPROVED, CLEARED, AUTHORIZED, ORCONTRAINDICATED BY ANY GOVERNMENTAL AGENCY FOR SOILLESSAGRICULTURE SYSTEMS. THE CUSTOMER MUST ONLY USE THE RESULTSFOLLOWING 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 FAILTO MAKE ABOUT CROP HEALTH BASED ON THE RESULTS OF OUR SERVICES.THE ENTIRE RISK AS TO THE USE OF THE SERVICES AND RELIANCE ON THEREPORT RESTS WITH THE CUSTOMER AND ANY RECOMMENDATIONS OFPROFESSIONAL ADVICE AND RECOMMENDATION OF QUALIFIED PLANTPATHOLOGISTS AND CROP ADVISORS.
7. Changes to Site and Services
We reserve the right, at any time and for any reason, to (1) modify, suspend, orterminate the Site, Platform, and the Services without notice to you and withoutliability to you or any third-party; (2) refuse to offer Services to any person, or inany jurisdiction; and (3) to report verbal or written abuse of any kind (includingthreats of abuse or retribution) you make toward another User, our directors,officers, employees, contractors, or our third-party service providers to theauthorities.
8. Accuracy of Content
We, and any other Person involved in the management of the Site, Platform orprovision of the Services, may make changes to the Content at any time andwithout notice. While we make commercially reasonable efforts to ensure that theContent is accurate, current, and error-free, occasionally, some Content on ourSite or Platform may be inaccurate, incomplete, or contain typographical or othererrors (together “Errors”). We reserve the right, but we do not have an obligationto correct Errors or change the Content, except as law requires. You should nottake any updates to these Terms to indicate that such Errors have beencorrected.
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 wedo not represent or warrant that either the Services or any Content are legal foruse in any other locations.
If you use the Site, Platform or access the Services from another location, youmust comply with all provincial, state, or federal laws applicable in the locationfrom which you access them.
10. Intellectual Property Rights and Licenses
- Ownership of Site, Platform, the Content, the Services, the Service ResultsYou hereby acknowledge and agree that Concert Bio or its licensors own theentire right, title, and interest in and to Site, Platform, the Content, theServices, the Service Results, and the Intellectual Property Rights in each ofthem. All trademarks, service marks, logos, trade names and any otherproprietary designations of Concert Bio used in/on/with any Content on theSite, Platform, the Content are common law or registered trademarks ofConcert Bio or used under license by Concert Bio. Nothing in these Termsgrants you any rights, title, or interest in any of the preceding, other than asexplicitly provided in these Terms.
- Ownership of Samples and Genetic
Material.Concert Bio hereby acknowledges and agrees that the Customer maintainsall right, title, and interest in and to the Samples, the extracted geneticmaterial from the Samples, and the User Content and the IntellectualProperty Rights in each of them. The Customer hereby irrevocably assignsits right, title and interest in the genetic material Concert Bio extracted fromthe Samples to Concert Bio.
Other than as explicitly provided in these Terms, nothing in this Agreementgives us any rights, title, or interest in any of the preceding, other than asexpressly 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 allIntellectual 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 Rightstherein. - Ownership of Microorganisms.
Concert Bio owns all right, title and interest in and to any microorganisms itisolates from a Sample biomass, all research and development performed onand derived from such microorganisms, and all Intellectual Property Rights inthe preceding. You acknowledge that we may seek immediate injunctive relief, in additionto 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, anon-exclusive, non-transferable, revocable, non-sublicensable, and limitedright license to Use the Site, Platform, and Account together with theirunderlying software and software code and non-commercial access to yourAccount solely to receive the Services (the “License”). This License does nottransfer the right, title, and interest of Concert Bio or its licensors in and tothe Platform from Concert Bio, or its licensors, to yo
11. Access and Restrictions on Use
- Permitted Use
You may access and Use the Site, Platform, and Account only for theprovision of Services, under these Terms, all applicable laws andregulations in the location from which you are Using them. - Prohibited Uses
You acknowledge and agree that your Use of the Site, Platform, andAccount is limited to the License, as described in Section 10(f). If youengage in any of the following activities when Using the Site, Platform, orAccount, we have the right to terminate your Account and cease providingServices to you. Therefore, you agree that you:
i) Will not adjust, circumvent, or remove or try to adjust, circumvent, orremove any Intellectual Property Rights notices on the Site, Platform,Account, or the Content on any of them in whatever medium and as itinitially appeared on any of them, including copyright notices and anydigital rights or other security technology;
ii) Will not Use the Site, Platform, or the Account or the Services for anypurpose and in any manner that is, explicitly or implicitly, prohibited bythese Terms, that is inconsistent with our Privacy Policy; will not post,display, distribute, upload, or expose Content that contravenes ourPrivacy Policy or violates the privacy, Intellectual Property Rights, orcontractual rights of any Person, or that facilitate or promote activitiesthat violate, or are otherwise prohibited by applicable law in thelocation from which you Use them;
iii) Will not defame or disparage anyone associated with us, or make anyobscene, derogatory or offensive comments about us, the Site, thePlatform or any other User, so as to bring us or any third party intodisrepute or to cause us to be liable to any third party; will not Use theSite, Platform, or the Account to promote or condone hate or violenceon any grounds;
iv) Will not, and will not attempt to, decompile, copy, disassemble,modify, adapt, reverse engineer, or otherwise attempt to derive thesource 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 underlyingsoftware or source code of the Site or the Platform for your benefit orthe benefit of any third party;
v) Will not use any methods or tools to access, scrape, crawl or spiderany pages of the Site or the Platform, or to systematically collect,store, transmit, distribute, or retrieve data or other content from ourSite or Platform, to create or compile, directly or indirectly, in single ormultiple downloads, a collection, compilation, database, directory orthe like, in any way; will not transfer the Content or any part of itwithout our express written consent, which is not granted in theseTerms or any Additional Terms.
vi) Will, not damage, abuse, disable, overburden, impair, or interfere withthe security or the functioning of the Site, the Platform, or the Accountsuch as by distributing viruses or malware of any kind or other similarharmful software code; or transmitting unsolicited commercialelectronic messages;
vii) Will not sell access to, reproduce, modify or attempt to modify theSite, Platform, Account, or Content in any way, or reproduce, display,perform, distribute, or Use any of them in public or for any public orcommercial activities; and will not copy any HTML or other programsthat are available on the Site or the Platform.
viii) Will not use the Site, the Platform or their software and underlyingcode as server software, for commercial hosting, make the softwareavailable for simultaneous use by multiple users over a network, installthe software on a server and allow users to access it remotely, orinstall the software on a device for use only by remote users, or in whole or in part, whether modified or unmodified, incorporate the Siteor the Platform software and source code into other programs;
ix) Will not impersonate another Person or User, or otherwisemisrepresent yourself or your affiliation with any Person; forge anyTCP/IP packet header or any part of the header information in anyemail, or in any way Use the Site, Platform, Feedback, or User Contentto send altered, deceptive, false source-identifying information; orattempt to obtain unauthorized access to the Site or the Platform orportions of either of them that are restricted from general access;open an Account using an e-mail address that you do not own; orsubmit any incomplete, false or inaccurate information, includingwithout limitation incomplete, false or inaccurate biographicalinformation when you open an Account or at any other time
x) Will not Use, display, mirror, or frame the Site, Platform or theContent, or any part of them, Use our name or any of our trademarks,logos or other proprietary information, or the layout and design of anypage or forms of the Site or Platform without our express writtenconsent;
xi) Will, not access, tamper with, or Use non-public areas of the Site orPlatform; attempt to probe, scan, or test the vulnerability of any of oursystems or networks, or to breach or attempt to breach any securityor authentication measures; avoid, bypass, remove, deactivate,impair, descramble, or otherwise circumvent any technologicalmeasure 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 withyou in writing; and
xiii) are solely responsible for all costs and expenses we may incurconcerning 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 ortransmit (“Make Available”) User Content on the Site, your Account, andPlatform, and you acknowledge and agree that you are solely responsible forall such User Content which you elect to Make Available. Accordingly, yourepresent and warrant that (i) you either are the sole and exclusive owner ofthat User Content or that you have all the licenses, consents, and releasesnecessary to Make Available the User Content; and (ii) that the UserContent, your use of it, or your Making it Available, does not infringe a thirdparty’s Intellectual Property Rights or any rights of publicity or privacy, orresult in the violation of any applicable law or regulation.
Only User Content uploaded into your Account on the Platform isconfidential. Your Making Available any User Content outside of yourAccount is not confidential information, and we will not be liable for any Useand disclosure of such User Content. If you post or upload any User Contentto the Site or the Platform outside your Account, you acknowledge andagree that subject to our Privacy Policy; we may Use such information as wesee fit, including to reproduce, transmit, publish, and post it, on any mediumanywhere 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, touse, copy, adapt, modify, distribute, license, publicly display, publiclyperform, transmit, stream, broadcast, and otherwise exploit any UserContent made available on the Site or the Platform, other than in theAccount, and you hereby waive your moral rights in the User Content. - Feedback
We welcome and encourage your Feedback. You acknowledge and agreethat all feedback you give us about the Site, Platform, and Services is thesole and exclusive property of Concert Bio, and you hereby irrevocablyassign to Concert Bio all your right, title, and interest in and to the Feedbackand all Intellectual Property Rights in it and hereby waive any moral rightsyou may have in the Feedback. At our request and expense, you will executedocuments and take such further acts as we may reasonably request toassist us to acquire, perfect, and maintain our Intellectual Property Rightsand other legal protections for the Feedback.
13. Accounts
- Eligibility and Registration
A Customer or a duly authorised representative of a Customer can registerfor an Account to access the Platform. You represent and warrant that youwill provide accurate, current, and complete information in your Accountand update such information from time to time to keep it accurate, currentand complete. We reserve the right to suspend or terminate your Accountand access to Services if any information you provided during registrationor any time after that proves to be inaccurate, fraudulent, outdated, orincomplete. - Account Login Credentials
Your Account login credentials will be created at registration. It is vital thatyou keep your login credentials safe and not share them with anyone. Youacknowledge and agree that you are responsible for safeguarding yourlogin credentials and are solely responsible for any actions taken underyour Account, whether or not you have authorised such actions. If yoususpect that your login credentials may have been lost, stolen, orcompromised, you must notify us immediately by email ataccounts@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 orsuspect that you have violated any other provisions of these Terms.You may cancel or suspend your Account at any time by sending us anemail at accounts@concert.bio. Upon cancellation of an Account, yourAccount Record will be subject to our data retention and destructionpolicies outlined in our Privacy Policy
14. Hyperlinks and third-party Site and the Platformor Mobile Apps
The Site and the Platform may contain hyperlinks or references to third-partywebsites that we provide for your convenience only. Those hyperlinks do notconstitute our endorsement of those sites, their operators, or any products orservices that may be sold on those sites. We will indicate if we are associated withany 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 thePlatform, and you will be subject to the terms and conditions of those sites. Wehave no control over any third-party websites, and we accept no responsibility forany content, material or information on them or for your use or reliance on any ofthem.
15. Disclaimer of Warranties
WE EXPRESSLY DISCLAIM ANY GUARANTEE OF THE EFFECTIVENESS OF ANYSPECIFIC COURSE OF ACTION, RESOURCES, TESTS, INOCULANTS,BIOCONTROLS, ANY OTHER INFORMATION OR OPINIONS MENTIONED IN ANYCONTENT.
WE PROVIDE THE SITE, PLATFORM, ACCOUNTS, CONTENT, SERVICES, ANDREPORT ‘AS IS’ AND ‘AS AVAILABLE’ FOR RESEARCH, INFORMATION, ANDEDUCATIONAL PURPOSES ONLY AND ARE NOT, AND ARE NOT INTENDED TOCONSTITUTE, ADVICE OF ANY KIND
WE ARE NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR FAIL TO MAKEABOUT YOUR CROPS BASED ON THE REPORT. THE ENTIRE RISK AS TO THE USEOF THE SERVICES AND RELIANCE ON THE REPORT RESTS WITH THE CUSTOMERAND ANY RECOMMENDATIONS A CUSTOMER MAY RECEIVE FROM QUALIFIEDPLANT PATHOLOGISTS AND CROP ADVISORS.
THE METHODS, TECHNIQUES, AND PROTOCOLS USED TO PROVIDE THESERVICES ARE BASED ON PRINCIPLES GENERALLY KNOWN AND USED BY THEMICROBIOME RESEARCH COMMUNITY THEY ARE EXPERIMENTAL FOR USESOILLESS AGRICULTURE SYSTEMS, AND WE EXPRESSLY DISCLAIM ALLREPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,CONCERNING THE SITE, PLATFROM, ACCOUNT, SERVICES AND THE REPORT,INCLUDING, WITHOUT LIMITATION: ANY NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OF A THIRD PARTY, ANY WARRANTY THAT THESERVICES OR THE REPORT WILL MEET YOUR REQUIREMENTS, OR THAT IT WILLBE AVAILABLE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, CURRENT,OR COMPLETE; OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISINGOUT 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, theentire 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 provideus written notice specifying the nature of the default, and we failed to cure thedefault within thirty (30) days of receipt of the notice or, if cure within such periodis 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 youor 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 ofinformation or data, damage to crops or equipment or similar losses arising,directly or indirectly from (1) your reliance on the report, implementing or failing toimplement recommendations from the report, (2) your use of, or the inability touse 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, orservices on any linked sites, (4) any errors or omissions in the Content, yourAccount, or the Report; (4) our or your transmission of confidential information,personally identifiable information, or other sensitive information though theinternet, including by email, to or from the Site, the Platform, or your Account; orany incidental, indirect, special, punitive, exemplary, or consequential damagesrelated 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 theoryupon which any such damages claim is based. This exclusion applies even if wehave been advised of the possibility of such damages in advance and even if anyavailable remedy fails its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so theabove limitation may not apply to you in that regard.
In no event will our total liability for breach of any warranty expressly providedhereunder 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 andagainst any and all liabilities, damages, claims, costs, threats, losses, fines, feesand expenses (including reasonable attorneys’ fees and costs), (individually a“Claim” and together “Claims”) made by a third-party arising directly or indirectlyfrom: 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, ofthese Terms, and any Additional Terms, or the Privacy Policy; (c) your UserContent; (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 orreliance upon any sites linked on the Site or the Platform, or your commercial orother relationship with the operators of those sites and any contract for productsor services of those parties that you may have entered, (g) the acts or omissionsand professional decisions of your Representatives; and (h) your negligent orwilful misconduct, or the negligent or wilful misconduct of any person for whomyou 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 theseTerms 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 suchClaims are caused by our gross negligence or wilful misconduct.
18. Accounts
- Relationship of The Parties. You and we are independent contractors underthese Terms, and these Terms do not, and shall not be construed to, createa partnership or joint venture, agency relationship, or employmentrelationship between us. Neither we nor you have the right or authority tocreate any obligations on each other’s behalf.
- Entire Agreement. These Terms, any applicable Additional Terms, thePrivacy Policy and the Cookie Policy, the Customer Sample Sheet, theSampling Guidelines, and any other documents incorporated by reference inthese Terms, contain the entire understanding and agreement between usand you about your Use of the Site, the Platform, Content, and your Use ofthe 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 nonperformance under these Terms in whole or in part (other than a failure topay any amount due by you under these Terms), nor shall you have theright to terminate the Services where delivery or performance has beenaffected by causes beyond our reasonable control. Such causes mayinclude, but are not limited to, natural disasters (including fire, floods,hurricanes, tornadoes, and tsunamis), acts of government (includingrequirements or regulations of any civilian or military authority, declarednational, provincial, or local emergencies), acts of war, terrorism,cyberattack, insurrections, riots, civil commotion, strikes, lockouts or otherlabour disturbances, (each a “Force Majeure Event”). The party affected bya 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 ofthe condition causing the delay, its anticipated duration and any actionbeing taken to avoid or minimize its effect of such Force Majeure Event.The suspension of performance shall be of no greater scope and no longerduration than is reasonably required, and the nonperforming party shall usecommercially reasonable efforts to remedy its inability to perform.
- Severability. If any part of these Terms is found void and unenforceable bya court or arbitrator of competent jurisdiction, then that provision shall besevered from these Terms, then the rest of these Terms will remain validand enforceable.
- Cumulative Remedies. Other than as expressly stated in these Terms, theremedies provided in these Terms are in addition to, and without prejudiceto, 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 atany time, this does not prevent us from later exercising or enforcing thatright.
- Assignment. You may not assign, sub-license, or otherwise transfer any ofyour rights and obligations in these Terms to any other Person without ourprior 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 andinterpreted under the laws of England & Wales, without regard to principlesof conflicts of laws that may impose the laws of another jurisdiction. Youand we irrevocably and unconditionally submit to the exclusive jurisdictionof the courts of England regarding any dispute or claim that may arise fromor in connection with these Terms.
- Enurement. These Terms will be binding upon and inure to your and ourbenefit and to the benefit of your and our respective successors, permittedassigns and legal representatives.
- Survival. Any provisions of these Terms that require or contemplateperformance after termination and, by their nature, must survive thetermination of your Account, or your Use of the Services will survive suchtermination.
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.
