Introduction

These are the terms of use (Terms) for www.inivata.com (Site). The Site is operated by or on behalf of Inivata Limited and our U.S. affiliate, Inivata, Inc. (collectively, we, us and our). Inivata Limited is a limited company, registered in England. Inivata Limited’s registered company number is 09144647, with a registered office at The Portway Granta Park, Great Abington, Cambridge, England, CB21 6GS. Inivata Limited’s VAT registration number is GB197221103. Inivata, Inc. is a corporation registered in Delaware, USA, with an office at 7020 Kit Creek Road, Suite 140, Research Triangle Park, NC 27560, USA.

Your use of the Site will be subject to these Terms and by using the Site you agree to be bound by them. Use of your personal information submitted to or via the Site is governed by our Privacy and Cookies Policy found at https://www.inivata.com/legal/. Additional terms and conditions may apply to certain areas of the Site, and will be posted in that area of the Site (“Additional Terms”). All Additional Terms are hereby incorporated by reference into these Terms. In the event of any inconsistency between these Terms and the Additional Terms, the Additional Terms will prevail.

We reserve the right to change these Terms from time to time by changing them on the Site and we may provide you notice of these changes by any reasonable means, including by providing notice through the Site. By continuing to access, browse or use the Site, you confirm your acceptance of the revised Terms and all the terms incorporated herein by reference. We strongly recommend that you periodically visit this page of the Site to review these Terms. These Terms were last updated on 4 August 2017.

Access to the Site

It is your responsibility to ensure your equipment (computer, laptop, netbook, tablet or other mobile device) meets all the necessary technical specifications to enable you to access and use the Site and is compatible with the Site.

We may, from time to time, restrict access to certain features, parts or content of the Site, or the entire Site, to users who have registered with us. You must ensure that any registration details you provide are accurate. If you choose, or you are provided with, a log-on ID (such as a username and password or other identifier) as part of our security procedures, you must treat such information as confidential and must not reveal it to anyone else. You are responsible for all activities that occur under your log-on ID and must notify us immediately of any unauthorised use or other security breach of which you become aware. We reserve the right to disable any log-on ID, at any time in our sole discretion, including without limitation, if in our opinion you have failed to comply with any of the provisions of these Terms or if any details you provide for the purposes of registering as a user prove to be false.

We cannot guarantee the continuous, uninterrupted or error-free operability of the Site. There may be times when certain features, parts or content of the Site, or the entire Site, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Site, or any features, parts or content of the Site.

What you are allowed to do

You may retrieve and display content from the Site on a computer screen, print and copy individual pages and, subject to the next section, store such pages in electronic form. Additional terms may also apply to certain features, parts or content of the Site and, where they apply, will be displayed on-screen or accessible via a link.

What you are not allowed to do

Except to the extent expressly set out in these Terms, you are not allowed to:

• sell, resell or otherwise make commercial use of the Site;

• ‘scrape’ content or store content of the Site on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing any of the content of the Site;

• remove or change any content of the Site or attempt to circumvent security or interfere with the proper working of the Site or the servers on which it is hosted;

• use the Site to stalk, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity;

• create links to the Site from any other website, without our prior written consent; or

• forge headers or otherwise manipulate identifiers in order to disguise any user content transmitted through the Site.

You must only use the Site and anything available from the Site for lawful purposes (you must comply with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates.

All rights granted to you under these Terms will terminate immediately in the event that you are in breach of any of them.

Intellectual property rights

All intellectual property rights in any content of the Site (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are owned by us or our licensors. Except as expressly set out here, nothing in these Terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Site. In the event you print off, copy or store pages from the Site (only as permitted by these Terms), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.

We do not claim any ownership interest in any data, information and other materials that you submit, upload, post, e-mail or otherwise transmit through the Site (User Content). However, except as expressly provided in these Terms, by uploading, posting or submitting User Content to the Site or to our pages, you hereby grant us a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and non-commercial purposes, however, we will only share personal information that you provide in accordance with our Privacy and Cookies Policy found below.

You acknowledge and agree that we may disclose or use any User Content for purposes that include, but are not limited to: (a) enforcing these Terms; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the our rights or property, our customers or the public.

Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information about us, the Site, or our products (Feedback). Feedback is nonconfidential and shall become our sole property. We shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Site features and content

We may change the format, features and content of the Site from time to time. You agree that your use of the Site is on an ‘as is’ and ‘as available’ basis and at your sole risk.

Whilst we try to make sure that content on the Site consisting of information of which we are the source is correct, you acknowledge that the Site may make content available which is derived from a number of sources, for which we are not responsible. In all cases, information on the Site is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.

Disclaimers

THE SITE AND ALL SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE MAKE OR GIVE NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, NONINFRINGEMENT, COMPLETENESS, CURRENCY, CORRECTNESS, RELIABILITY, INTEGRITY, SECURITY, QUALITY, FITNESS FOR PURPOSE OR ORIGINALITY OF THE SITE OR ANY CONTENT OF THE SITE AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF ANY KIND ARE HEREBY EXCLUDED AND WE ACCEPT NO LIABILITY FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOU OR ANYONE ELSE USING THE SITE OR RELYING ON ANY OF ITS CONTENT.

WE CANNOT AND DO NOT GUARANTEE THAT ANY CONTENT OF THE SITE WILL BE FREE FROM VIRUSES AND/OR OTHER CODE THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE ELEMENTS. IT IS YOUR RESPONSIBILITY TO IMPLEMENT APPROPRIATE IT SECURITY SAFEGUARDS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS AS TO THE SAFETY AND RELIABILITY OF CONTENT.

WE DO NOT REPRESENT OR WARRANT THAT THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED; OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THE SITE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOUR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WE SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS.

BY ACCESSING OR USING THE SITE AND SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE AND SERVICES.

IN NO EVENT SHALL WE BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, FOR ANY BUSINESS LOSSES OR FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES, OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS, DATA, GOODWILL OR OTHER SIMILAR LOSSES, AND ANY LIABILITY WE DO HAVE FOR LOSSES YOU SUFFER IS STRICTLY LIMITED TO LOSSES THAT WERE REASONABLY FORESEEABLE.

External links

The Site may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of or association with their operators or promoters. Your choice to link to any other website is at your own risk, and you agree to comply with all terms and conditions relating to such websites. Your viewing and use of any third-party websites is at your sole discretion and risk.

General

Nothing in these Terms shall limit or exclude our liability to you:

• for death or personal injury caused by our negligence;
• for fraudulent misrepresentation;
• for breach of any term implied by the Consumer Rights Act 2015 and which, by law, may not be limited or excluded; or
• for any other liability that, by law, may not be limited or excluded.

These Terms shall be governed by English law. You agree that any dispute between you and us regarding these Terms or the Site will only be dealt with by the English courts.

If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

These Terms constitute the entire agreement between you and us relating to your access to and use of the Site. These Terms, and any rights granted hereunder, may not be transferred or assigned by you without our prior written consent. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

Contacting us

Please submit any questions you have about these Terms or any problems concerning the Site by email to admin@inivata.com.