1. General; Purpose and Acceptance of Terms and Conditions
b. Purpose. The purpose of the Data Portal is to allow advocacy, medical, industry and research to access and search de-identified information in the Data Portal's database.
a. All Invitae generated content available at the Data Portal, including without limitation, any information, software, photographs, images, video, audio, graphics, or text on the Data Portal ("Content"), and all patent, copyright, trademark, trade dress, domain name, trade secret, and other proprietary rights therein are the sole property of Invitae or used by Invitae with the permission of the owner of such content. You agree to abide by all applicable intellectual property laws and any additional restrictions set forth on the Data Portal in relation to the Content.
3. Use of the Data Portal/Data Portal
INVITAE HEREBY GRANTS YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, WORLDWIDE RIGHT TO ACCESS AND USE THE DE-IDENTIFIED PATIENT DATA SOLELY FOR YOUR INTERNAL RESEARCH OR BUSINESS USE.
IN EXCHANGE FOR THE RIGHT TO ACCESS INVITAE’S DATA PORTAL, YOU EXPRESSLY AGREE NOT TO SELL, LICENSE, DISCLOSE, POST, PUBLISH, DISPLAY OR OTHERWISE TRANSFER THE DE-IDENTIFIED PATIENT DATA TO ANY THIRD PARTY WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF INVITAE.
THE DE-IDENTIFIED PATIENT DATA SHALL NOT BE (A) DISCLOSED DIRECTLY OR INDIRECTLY BY YOU TO ANY THIRD PARTY, OR (B) USED BY YOU FOR ANY COMMERCIAL PURPOSE WHATSOEVER.
YOU WILL BE LIABLE FOR UNAUTHORIZED USE OR DISCLOSURE OF DE-IDENTIFIED PATIENT DATA BY YOU OR YOUR AFFILIATES' OFFICERS, EMPLOYEES, AGENTS OR COLLABORATION PARTNER(S) (AS THE CASE MAY BE).
YOU ACKNOWLEDGE AND AGREE THAT UNAUTHORIZED USE OR DISCLOSURE OF DE-IDENTIFIED PATIENT DATA BY YOU MAY CAUSE INVITAE IRREPARABLE HARM, AND THEREFORE AGREE THAT INVITAE WILL BE ENTITLED TO SEEK EXTRAORDINARY RELIEF IN COURT, INCLUDING BUT NOT LIMITED TO TEMPORARY RESTRAINING ORDERS, PRELIMINARY INJUNCTIONS AND PERMANENT INJUNCTIONS WITHOUT THE NECESSITY OF POSTING A BOND OR OTHER SECURITY AND IN ADDITION TO AND WITHOUT PREJUDICE TO ANY OTHER RIGHTS OR REMEDIES THAT Invitae MAY HAVE FOR A BREACH OF THIS AGREEMENT.
4. No Unauthorized Use.
You may not attempt to gain unauthorized access to this Data Portal or any services, other accounts, computer systems or networks connected to any server or to any of the Services, through hacking, password mining or any other means.
5. User Conduct and Responsibility
Security. You are solely responsible for the security of your password and your account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. You agree to immediately notify Invitae of any unauthorized use of your password or account or any other breach of security. Invitae will not be liable for any loss or damage arising from your failure to comply with this section. Certain portions of the Data Portal and information contained on the Data Portal may be accessible only to registered users or to affiliates, service providers or other business partners of Invitae, or may otherwise be password restricted. You agree not to (i) gain or attempt to gain unauthorized access to such portions of the Data Portal or to information contained in such sections of the Data Portal; (ii) obtain or attempt to obtain confidential, proprietary and/or personal information stored on the Data Portal; (iii) distribute passwords to unregistered or unauthorized users; or (iv) make any unauthorized use of the Data Portal or information accessible on the Data Portal.
b. User Submitted Content. Invitae is not in any way associated with or responsible for content posted on or transmitted to the Data Portal by users, including, but not limited to, User Submissions. Invitae has the right, but not the obligation, to monitor and verify content posted on or transmitted to the Data Portal for any reason, and reserves the right to remove anything that is, in its sole discretion, unacceptable, inappropriate, or not in compliance with these Terms and Conditions; to disclose data to law enforcement agencies or authorities who may investigate reports of misuse or abuse of this Data Portal; and to terminate any User's access to the Data Portal at any time, without prior notice.
You acknowledge and agree that Invitae is not required to edit or review any information or content posted, submitted, or otherwise transmitted by users. However, Invitae reserves the right, in its sole discretion, to verify and correct any errors, inaccuracies, or omissions in any portion of the Data Portal or content posted thereon or submitted or otherwise transmitted thereto, and all such content may be subject to Invitae approval. Invitae reserves the right, at any time, for any reason, to reject, suspend, cancel or remove content, and neither Invitae, nor its employees, consultants or other agents will have any liability for taking such actions.
You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate or otherwise objectionable, and you agree to waive and hereby do waive, any legal or equitable rights or remedies you have or may have against Invitae with respect thereto, and agree to indemnify and hold Invitae harmless to the fullest extent allowed by law regarding all matters related to your use of the Data Portal, whether as a registered provider in submitting User Submissions and/or creating a profile, or as a representative of an institution using the Data Portal for informational and educational purposes.
Users may report abuses of the Data Portal to Invitae Coordinator with sufficient detail identifying the abusive conduct or content, so that Invitae may determine, in its sole discretion, whether to take action with respect to such alleged abuse.
You are solely responsible for and will exercise caution, discretion, common sense and judgment in using and accessing the Data Portal and all content contained therein. You are solely responsible for any equipment necessary to access and use the Data Portal.
You agree to cooperate fully with Invitae to investigate any suspected or actual activity that is in breach of these Terms and Conditions.
e. Risk of Using the Data Portal and the Internet. You assume total responsibility and risk for your use of the Data Portal and the Internet. You acknowledge and agree that any uploads or transmission you make to, from or through the Data Portal may be intercepted and used by an unauthorized third party and that all of the risk associated with these activities is solely yours.
f. Links to Other Data Portals. The Data Portal may contain links to other Data Portals that are not under the control of Invitae. Invitae is not responsible for the contents of any linked Data Portal or any link contained in a linked Data Portal, or any changes or updates to such Data Portals. The inclusion of any link does not imply endorsement by Invitae. It is up to you to take precautions to ensure that whatever you select for your use is free of viruses, worms, Trojan horses, and other items of a destructive nature.
6. Information Contained on Data Portal
a. You understand that all information publicly posted or privately transmitted through the Data Portal is the sole responsibility of the person from which such content originated and that Invitae will not be liable for any errors or omissions in any content. You understand that Invitae cannot guarantee the identity of any other users with whom you may interact in the course of using the Data Portal or Services. Additionally, we cannot guarantee the authenticity of any data that users may provide about themselves.
7. Disclaimer of Medical Advice
You understand and acknowledge that all users are responsible for their own medical care, treatment, and oversight. All of the Content provided on the Data Portal, including text, treatments, dosages, outcomes, charts, profiles, graphics, photographs, images, advice, messages, forum postings, are for informational purposes only and are not intended to be a substitute for independent professional medical judgment, advice, diagnosis, or treatment. The Content is not intended to establish a standard of care to be followed by a user of the Data Portal. You understand and acknowledge that you should always seek the advice of your physician or other qualified health provider with any questions or concerns you may have regarding your health. You also understand and acknowledge that you should never disregard or delay seeking medical advice relating to treatment or standard of care because of information featured on or transmitted through the Data Portal.
8. Disclaimer of Warranties
a. THE DATA PORTAL AND THE CONTENT MADE AVAILABLE ON THE DATA PORTAL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INVITAE DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE DATA PORTAL, THE CONTENT, ANY ADVICE OR SERVICES PROVIDED THROUGH THE DATA PORTAL OR ON THE INTERNET GENERALLY. SOME STATES MAY NOT PERMIT THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. INVITAE DOES NOT WARRANT THAT THE DATA PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE DATA PORTAL WILL BE CORRECTED, THAT ANY INFORMATION CONTAINED ON OR TRANSMITTED THROUGH THE DATA PORTAL IS COMPLETE, ACCURATE OR CURRENT, THAT USER OR OTHER INFORMATION WILL BE COMPLETELY SECURE FROM UNAUTHORIZED ACCESS OR DISCLOSURE, OR THAT ANY INFORMATION IS FREE OF VIRUSES OR OTHER ROGUE PROGRAMMING.
9. Limitation of Liability
a. UNDER NO CIRCUMSTANCES SHALL INVITAE OR ANY OF ITS PARTNERS, CONTRIBUTORS, AGENTS, EMPLOYEES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE DATA PORTAL OR PROVIDING CONTENT, ADVICE, PRODUCTS OR SERVICES THROUGH THE DATA PORTAL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM: (I) THE USE OF OR INABILITY TO USE THE DATA PORTAL; (II) ANY INACCURACIES, ERRORS, OMISSIONS, OR LACK OF AUTHENTICITY IN THE CONTENT; (III) USE OF THE CONTENT; (IV) THE COST OF PROCURING SUBSTITUTE MERCHANDISE, ADVICE AND SERVICES RESULTING FROM USE OF THE DATA PORTAL; (V) ANY LOSS, MISUSE, OR UNAUTHORIZED ACCESS TO OR ALTERATION OF INFORMATION OR MATERIALS TRANSMITTED TO OR CONTAINED ON THE DATA PORTAL; (VI) STATEMENTS, ADVICE, WARRANTIES, GUARANTEES OR CONDUCT OF Invitae OR ANY THIRD PARTY ON THE DATA PORTAL, OR (VII) ANY OTHER MATTER RELATING TO THE USE OF THE DATA PORTAL. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, ADVICE, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE DATA PORTAL. BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE LEAST AMOUNT PERMITTED BY LAW. THE LIMITATIONS OF LIABILITY PROVIDED IN THIS AGREEMENT INURE TO THE BENEFIT OF Invitae AND ITS RESPECTIVE AFFILIATES, PARTNERS, CONTRIBUTORS, OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNS, ATTORNEYS AND AGENTS.
a. You agree to indemnify and otherwise hold harmless Invitae, its officers, employees, agents, subsidiaries, affiliates and other partners from any and all liability, including any and all direct, indirect, incidental, special, consequential or exemplary damages, and any and all costs and/or expenses (including reasonable attorneys' fees) resulting from (i) your use of the Data Portal, including, but not limited to, your access to or distribution of information from the Data Portal; (ii) any misuse, unauthorized access to, disclosure, alteration, or destruction of the Data Portal, information contained in the Data Portal, and/or your communications with or through the Data Portal, or (iii) any other matter relating to the Data Portal. You understand and agree that Invitae may disclose information provided if in its good faith belief such disclosure is required by applicable law.
11. Copyright and Copyright Agent
The Data Portal and the compilation (meaning selection, composition, and arrangement) of all of the content on the Data Portal is the exclusive property of Invitae and protected by U.S. and international copyright law. Invitae reserves the right to remove any content, from any source, at any time, for any reason (including, but not limited to, claims or allegations made by third parties relating to such content). Users of the Data Portal agree to not take any action with respect to content of the Data Portal that would violate the intellectual property rights of Invitae or the individual rights of other users. Content contained on the Data Portal may not be modified, copied, distributed, framed, republished, downloaded, displayed, or sold in any form or by any means, in whole or in part, without the prior written consent of Invitae or, in the case of user-submitted content, any other appropriate party or parties.
Invitae respects the intellectual property of others and asks that users do the same. If a user or any other party feels that its work has been copied in a way that constitutes copyright infringement, that person should provide Invitae with the following information:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Data Portal are covered by a single notification, a representative list of such works at that Data Portal; 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; 4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; 5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Users may contact Invitae for notice of claims of infringement on this Data Portal as follows:
12. Service Marks
The name Invitae and the Invitae logo. You agree not to display or use these trademarks in any manner without Invitae's prior, written permission. The section titles of these Terms and Conditions are displayed for convenience only and have no legal effect. If any provision of these Terms and Conditions are to be unenforceable for any reason, the remaining provisions will be unaffected and remain in full force and effect.
13. International Users
14. General Practices Regarding Use and Storage.
You agree that Invitae has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Data Portal. You acknowledge that Invitae reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Invitae reserves the right to modify these general practices and limits from time to time.
You agree that Invitae may, with or without cause, immediately terminate your account and access to the Data Portal or the Services without prior notice. Without limiting the foregoing, the following will lead to a termination by Invitae of a user's use of the Data Portal or the Services (a) breaches or violations of these Terms and Conditions or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems, and (e) extended periods of inactivity. You agree that all terminations shall be made in Invitae's sole discretion and that Invitae shall not be liable to you or any third-party for any termination of your account or access to the Data Portal or the Services.
17. Communications from PatientCrossroads
18. Governing Law
Any disputes arising out of the use of the Data Portal or the Services or these Terms and Conditions will be governed by the law of the State of California, regardless of conflict of law principles. Sole and exclusive jurisdiction and venue over any dispute arising out of or relating to these Terms and Conditions shall lie in the appropriate federal or state court in California.
19. Statute of Limitations
Any cause of action you may have with respect to use of the Data Portal must be commenced within one (1) year after the claim or cause of action arises.
20. Contacting the Invitae Coordinator