Terms of Use

Last Revised:  May 13, 2022

Welcome to www.spatialgenomics.com (the “Site”). The Site is maintained by Spatial Genomics, Inc. (“us”) to share information about our products and services.  By using the Site, you agree to comply with and be bound by the following terms and conditions of use (the “Terms”).  Please review these Terms carefully.  If you do not agree to these Terms, you should not use the Site.

  1. Agreement.  These Terms contain the conditions on which you may access and use the Site.  We may modify these Terms at any time by posting modified Terms.  Any such modifications shall be effective immediately.  You can view the most recent version of these Terms at any time on the Site.  Each use by you shall constitute and be deemed your unconditional acceptance of these Terms.  We may discontinue the Site at any time with no notice.  Your visit to our Site is also governed by our Privacy Policy, which is a part of these Terms.
  2. Ownership and Intellectual Property.  All content included on this site is and shall continue to be the property of Spatial Genomics or our content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights.  Any copying, redistribution, use or publication by you of any such content or any part of the Site is prohibited, except as expressly permitted in these Terms.  Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Site.  All logos, trademarks, buttons, icons, images, text, graphics used in connection with the Site is protected under U.S. copyright laws and international treaties, and are exclusively owned and/or licensed by us.  UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING OR DUPLICATING OR ANY OTHER MISUSE OF THE CONTENT ON THE SITE IS PROHIBITED.
  3. Intended Audience.  The Site is intended for adults only; it is not intended for any children under the age of 13.  The Site is controlled and operated from facilities in the United States.  Except as expressly set forth in this Agreement, on the Site, our official marketing materials, or those of our authorized resellers, Spatial Genomics makes no representations that Site is appropriate or available for use in other locations.  Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.  You may not use the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.  Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
  4. Site Use.  We grant you a limited, revocable, nonexclusive license to use the Site solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use.  You agree not to (i) copy or reproduce materials from the Site, (ii) modify, translate, reverse engineer, decompile, disassemble reverse engineer or reconfigure the Site or any of its elements or components, (iii) perform or attempt to perform any actions that would interfere with the proper working of the Site, prevent access to or use of the Site by our other users, or impose an unreasonable or disproportionately large load on our infrastructure, or (iv) use materials, products or services in violation of these Terms or applicable law.  The use of the Site is at our sole discretion and we may terminate your use of the Site at any time.
  5. Compliance with Laws. You agree to comply with all applicable laws regarding your use of the Site. You further agree that any information you provide to us through the Site is truthful and accurate to the best of your knowledge.
  6. Third Party Links.  The Site may contain links to third party websites as a convenience to you.  The inclusion of any link does not imply an approval, endorsement, or recommendation by us.  You agree that you access any such website at your own risk, that the website is not governed by these Terms, and your browsing and interaction on any such website is subject to that website’s own terms of use.  Spatial Genomics expressly disclaims any liability for these websites.
  7. Indemnification. You agree to indemnify, defend and hold harmless, us and our partners, employees, and affiliates, from and against any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of these Terms or your use of the Site.
  8. Disclaimer.  Opinions, advice, statements or other comments should not necessarily be relied upon and are not to be construed as professional advice from us.  We do not guarantee the accuracy or completeness of any of the information provided, and are not responsible for any loss resulting from your reliance on such information.  INFORMATION ON THE SITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS.  YOU AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK.  WE DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  To the extent your jurisdiction does not allow limitations on warranties, this limitation will not apply to you.
  9. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, OR THE CONTENT ON THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE SHALL BE TO DISCONTINUE USING THE SITE.  To the extent your jurisdiction does not allow the exclusion or limitation of certain damages, this limitation will not apply to you.
  10. Arbitration; Applicable Law; No Class Actions.  Any dispute, controversy or claim arising out of or related in any manner to these Terms which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitration shall take place before a single arbitrator sitting in Los Angeles, CA.  The language of the arbitration shall be English.  The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of California, without regard to its conflicts of laws principles.  The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the parties.  The arbitrator shall be empowered to award money damages, subject to the limitations set forth in these Terms, but shall not be empowered to award direct, indirect, incidental, special or consequential damages or specific performance.  Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome.  This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms.  Notwithstanding the foregoing, any action seeking injunctive relief shall be submitted to the courts and shall not be subject to this provision.YOU AND SPATIAL GENOMICS AGREE THAT WE MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR PRIVATE ATTORNEY GENERAL ACTION.  Further, unless we both agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.  The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.  If this specific provision is found to be unenforceable, then (i) the entirety of this Section 10 shall be null and void, but the remaining provisions of these Terms shall remain in full force and effect; (ii) the exclusive jurisdiction and venue for any claims (other than small claims actions) will be in state or federal courts in Los Angeles, CA; and (iii) all claims will be governed by California law, without regard to any conflicts of laws principles.
  11. Jurisdiction.  YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
  12. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
  13. Integration.  Except as expressly provided herein, these Terms are the final expression of the agreement and the entire agreement between you and Spatial Genomics, and they describe the entire liability of Spatial Genomics and our vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Site.  In the event of a conflict between these Terms and any other Spatial Genomics agreement or policy, these Terms shall prevail on the subject matter of these Terms.
  14. No Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.  Any waiver of these Terms by us must be in writing and signed by our authorized representative.
  15. Relationship of the Parties. Nothing contained in these Terms, or your use of the Site, shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such.  Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.
  16. Beta Releases.  From time to time, we may offer a beta version of new services available through the Site (a “Beta Release”), you acknowledge and agree that the Beta Release may contain, in our sole discretion, more or fewer features or different licensing terms than a subsequent commercially available version of the Site.  While we generally intend to distribute commercial release versions of the Beta Release, we reserve the right not to release later commercial release versions of any Beta Release.  Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by us to be suitable for commercial use, and that it may contain errors affecting its proper operation.  YOU ACKNOWLEDGE AND AGREE THAT USE OF A BETA RELEASE MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE SITE IN GENERAL AND ANY SERVICES THAT MAY BE OFFERED THROUGH THE SITE. WE SPECIFICALLY DISCLAIM ALL DAMAGES RESULTING FROM YOUR USE OF ANY BETA RELEASE.
  17. Contact Information.
    Spatial Genomics, Inc.
    145 Vista Ave Suite 111
    Pasadena, CA 91107
    info@spatialgenomics.com

Financial Conflict of Interest Policy

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