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User AgreementPlease read this Agreement and our Policies carefully before accepting their terms as they describe your responsibilities as a user of LabBoss.com and limit the liability of LabBoss.com , among other things. This web site ("site") and the services located at LabBoss.com are provided by LabBoss.com ("LabBoss, "our", "it") and made available to our "Subscribers"("you", "user", "Buyer" and/or "Seller"). This User Agreement ("Agreement") contains the terms and conditions under which this site and services are made available, and our Privacy Policy (the "Policies") are all part of this Agreement.
I. Acceptance of this Agreement.If you wish to access the commerce services on this site you must accept the terms and conditions of this Agreement and the Policies. To acknowledge acceptance of these items click the "Submit" or "Enter" button located on the "Registration" form where indicated.
II. Amending this Agreement.LabBoss reserves the right to amend the provisions of this Agreement and our Policies at any time. LabBoss will post any amended provisions made on our web site in the same location as the original provisions where located in the document. The amended Agreement or Policy will become effective and binding upon the users of LabBoss.com as posted. In any event, it will be the users' responsibility to monitor our web site for amendments that may be posted from time to time.
III. Conditions of Eligibility.Our services are available and should only be used by individuals and legal entities that can form legally binding contracts under applicable law. This site is intended for use by individuals 18 years of age or older. Our services are not available to individuals who have been temporarily or indefinitely suspended from use of LabBoss.com. If you do not meet our basic eligibility requirements, please do not attempt to access or use our services. LabBoss may, at any time and for any reason, refuse services (such as, but not limited to accepting quotes, listings, and message boards) to anyone, at our sole discretion.
IV. Services.a. Venue.Our services merely enable Buyers and Sellers to locate one another. LabBoss is not involved in the transactions between Seller and Buyers and, therefore, LabBoss does not have any control over the quality, safety or legality of the products and/or services advertised for sale or the truth or accuracy of any user's products and/or service listings or representations whether express or implied. LabBoss cannot ensure that a Buyer or Seller has the ability to complete a transaction. It does not guarantee any sales leads or that any match will be sufficient to meet your needs. No endorsement or Warranty is made by LabBoss with respect to any goods or services purchased, sold or obtained through the site or any transactions entered into through the site. LabBoss is not a guarantor of performance with respect to any agreement between a Buyer and Seller. Because LabBoss is not and cannot be involved in the dealings between users, in the event that a user has a dispute with another User (whether Buyer or Seller), you hereby release LabBoss.com and its Partners, its directors, officers, employees and agents against any and all claims, demands and damages (actual and consequential) of any nature, known and unknown, suspected and unsuspected, disclosed and undisclosed in any way connected with such disputes. b. Modification and Availability of the Site.The availability of the LabBoss.com web site depends on many factors, including a user's connection to the Internet and the availability of the Internet. It will use reasonable efforts to make the site available 24 hours per day, 7 days per week, except for down time for scheduled and unscheduled maintenance, and will promptly investigate any technical problems that you report to it. LabBoss reserves the right at any time and for any reason, in its sole discretion, to terminate, change or suspend any aspect of this site. LabBoss may also impose limits on certain features of the site or prohibit access to, or use of, part or all of the site without notice or penalty. c. Safe Business Practice.Due to the difficulty in user authentication and accreditation on the Internet, there may be risks associated with the use of our services. LabBoss understands that you as a User of our site wish to avoid these kinds of risks. LabBoss encourages Buyers and Sellers to engage in direct communications after a Buyer requests contact with a Seller for the purpose of independently evaluating, verifying and accrediting each other. If you have concerns about the party with whom you are dealing, please consider the use of a third party escrow service or services that provide additional verification of third parties. d. User Disputes.LabBoss does not become involved in user-to-user dealings or disputes arising from transactions over this site. Accordingly, in the event that you have a dispute with another user (whether Buyer or Seller), you hereby release LabBoss, its directors, officers, employees and agents against any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE s1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECTS TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." e. Control of Information and Monitoring.LabBoss cannot and does not try to control all the information that is made available through our services. It is possible that information supplied by our users may be offensive, harmful or inaccurate, and in some cases may be mislabeled or deceptively labeled. In addition it may allow professionals with certain expertise to dispense general and/or specific advice on the web site. LabBoss does not endorse and is not responsible for the accuracy or reliability of any such advice or statements. It is the responsibility of each User to evaluate the accuracy, completeness, or usefulness of any information made available through this site. It is expected that you will use caution and common sense when using this web site and the services provided. As a User of LabBoss.com you agree that it has the right, but not the obligation, to monitor the use of this site (subject to the LabBoss Privacy Policy). LabBoss may refuse to post or remove at any time, for any reason, at our sole discretion, any material and content submitted to our site. f. Linking.Links are provided on LabBoss.com to other third party-sites. We hope that the links provided benefit you. However, LabBoss in no way monitors or controls the content or quality of these linked sites. Therefore, LabBoss cannot endorse the content, products, services or the performance of websites that are linked to LabBoss.com, and you should not treat any link as such endorsement. As a user of LabBoss, you agree that any content, service or product which you obtain through a third-party site linked to LabBoss.com will be provide solely under the terms between you and such third-party site. Your use of the linked sites are at your own risk. V. User Information.In consideration of your use of the LabBoss.com site and services, you agree to provide accurate and complete information about yourself and your company, including updating information when necessary, through the various avenues provided on the site. If you provide any information that is inaccurate or not complete, or if there is reasonable grounds to suspect that any of your information is inaccurate or not complete, LabBoss reserves the right in its sole discretion to suspend or terminate your account. a. Your responsibilities.You are solely responsible for your information and participation on this site. You agree to the following:
b. Right to Use of Information.In order to provide the services and operate this web site and to enable LabBoss to use your information on this site, you grant to LabBoss a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tier) right (including waiver of any applicable moral right) to exercise the copyright, trademark, and publicity rights you have in your information, in any media now known or not currently known, with respect to your information. LabBoss will use your information in accordance with our Privacy Policy. VI. User Comments.In the future the LabBoss services may permit the user to submit information regarding the party with whom they transacted with on our site. You may not take action that would undermine the integrity of this "user comment" service if provided on our site (i.e., untruthful statements made when submitting a comment, commenting on a transaction in which the user was not involved, or manipulation of user scores). LabBoss is not responsible for the content of any comments submitted or displayed, or for any consequences of the comments made. Other Users may be adversely affected by your comments, therefore, you agree to indemnify LabBoss for any violation of this provision in the manner set forth in the provision of this Agreement titled "Indemnification (X.a.)." LabBoss reserves the exclusive right to terminate this Agreement and your LabBoss account if it determines in our sole discretion that your score falls below a certain level. LabBoss reserves the right not to post, or to remove any comment without notice, all without liability to LabBoss. VII. Fees and Payments.a. Postings and Sales.When you post or sell items on or through the web site, you agree to abide by the following: You agree to pay LabBoss the listing fee associated with the type of listing that you are posting on the site. Fees are specified in the "help" section for our site. You understand that if your listing fee is not paid, LabBoss has the right to remove any listing you have posted on the site. Listings made subject to the monthly fee will be billed to the credit card information on file for your account. If you wish to discontinue your listing on LabBoss.com you are required to notify us via email or written notice by the first day of the billing month in order to avoid the monthly service fee for that month. LabBoss is under no obligation to refund fees associated with listing on the website if we are not notified of your intentions to discontinue the listing prior to the monthly billing period. VIII. Applicable User Limitations.a. LabBoss Ownership Rights.LabBoss retains all rights as to ownership of this site and the services provided on this site. It also retains ownership rights in all data, information (including software), and graphics that are available on the site including but not limited to copyright, trademark, all other intellectual materials and proprietary rights therein (subject to the User's rights in their own information). b. Use LimitationsAs a User of this site you have no authorization and you agree not to copy, sell, enhance, compile, assemble or exploit for commercial purposes our site or the services therein provided. You also agree that you will not reverse assemble, disassemble, reverse engineer or in any way attempt to modify through deriving source codes from any software made accessible through this web site. Further, you agree not to manipulate in any way listings and user comments posted or listed on this site or otherwise misuse the information therein. While using this site you agree to submit information only through your LabBoss account, and you agree not to allow other parties access to the services provided on this site through your user account. c. User Password and Security.As a registered User of LabBoss.com you will need to maintain a user password and vendor ID# (provided by LabBoss) to account areas on the site. As a User you agree to keep your user name and password confidential. The User, as an individual, corporation, or other legal entity, is responsible for all activity and charges that occur on their LabBoss account. Allowing a third party to use LabBoss.com or the services provided on this site is strictly prohibited and is a violation of this Agreement. Any breach of security through your account must be corrected by changing your password and notifying LabBoss of the breach by email at LabBoss Administration. You will be liable for any unauthorized use of our services until you notify LabBoss of the security breach. d. Other Use of Information.As a User of this site, you will have access to LabBoss content as well as information provide by other Users. This Agreement and applicable laws govern the use of LabBoss content and information of other Users. You may use information provided by other Users only to research the possibility of selling or buying products or services. You agree not to use any information for direct marketing programs or other sales contacts outside of the LabBoss service. IX. Termination.a. Account Suspension or Termination by LabBoss.If you breach any portion of this Agreement or any of our Policies, or if LabBoss is unable to verify any information you provide, or if it believes your actions may cause legal liability to yourself, LabBoss or other Users of the site, or if your actions may negatively impact LabBoss, our Partners, our site or the services provided on the site, it may immediately issue a warning, temporarily or indefinitely suspend your LabBoss account and your use of our services, or permanently terminate this Agreement. The action taken will not limit our ability to pursue other legal or equitable remedies available under the law. b. Account Termination by User.You may terminate this Agreement by providing written notice to LabBoss, so long as you do not have any fee payments outstanding at the date of termination. c. Effects of Termination.You agree to cease access of this web site and the services provided therein immediately upon termination of this Agreement for any reason. d. Survival.Your obligations and our rights under sections IX, X, and XI together with the provisions entitled "User Disputes" under section IV, and "Other Use of Information" of section VIII, as well as all rights and obligations under the Privacy Policy and or any other rights or obligations that by their nature should survive, will survive the termination or expiration of the Agreement. X. Indemnification, Disclaimers and Limitation of Liability.a. Indemnification.You agree to indemnify, defend and hold LabBoss, its officers, directors, employees, and agents harmless from and against any actions, claims, losses, damages, liabilities, judgments, demands, fees and expenses, including reasonable attorneys' fees, brought or made by any third party due to or resulting from any breach or violation by you of this Agreement, our Policies or any use by you of this site or as a result of a dispute with another User. You agree not to settle any action, claim or demand on our behalf without our prior written consent. LabBoss reserves the right to participate in its defense and hire counsel of our own choosing at the Users expense. b. Disclaimer of Warranties.YOU EXPRESSLY UNDERSTAND AND AGREE TO THE FOLLOWING: YOUR USE OF LABBOSS.COM AND THE LABBOSS SERVICES IS AT YOUR OWN RISK. OUR SERVICES ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION TO THE IMPLIED WARRENTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY MATERIAL OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE SO AT YOUR SOLE RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES RESULTING FROM THE USE OF SUCH MATERIALS. LABBOSS MAKES NO WARRANTY AS TO OUR SERVICES, MEETING YOUR REQUIREMENTS, BEING UNITERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR. ALSO NO WARRANTY IS GIVEN AS TO THE RESULTS OF THE USE OF THIS SITE OR THE SERVICES PROVIDED BEING ACCURATE OR RELIABLE. NO WARRANTY IS MADE ON THE QUALITY OF THE PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE USE OF THIS SITE OR SERVICES. AND NO WARRENTY OR GUARANTEE IS MADE THAT ANY ERRORS IN THE SOFTWARE IT USES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LABBOSS OR THROUGH OUR SERVICES SHALL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. LABBOSS EXPRESSLY DISCLAIMS ALL WARRANTIES OR GUARENTEES OF ANY KIND. Some states do not allow the disclaimer of implied warranties, so some of the forgoing disclaimer may not apply to some Users. c. Limitation of Liability.IN NO EVENT, INCLUDING NEGLIGENCE, SHALL LABBOSS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, GOODWILL, ANTICIPATED PROFITS OR LOST BUSINESS) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE THE SITE OR THE SERVICES, MATERIALS AND FUNCTIONS RELATED THERETO. FURTHER, LABBOSS IS NOT LIABLE FOR THE COST OR PURCUREMENT OF ALTERNATE SERVICES, TECHNOLOGY, OR DATA. OUR TOTAL LIABILITY, IN THE AGGREGATE, ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS LABBOSS.COM RECEIVES FROM YOU DURING THE TWELVE MONTHS PRIOR TO THE OCCURRENCE OF THE FACTS GIVING RISE TO YOUR CLAIM. YOU ACKNOWLEDGE AND AGREE THAT THIS PROVISION WILL APPLY REGARDLESS OF WHETHER IT RECEIVES OR DO NOT RECEIVE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AND SOFTWARE AVAILABLE FROM LABBOSS. Some states do not allow the limitation of liability, so the forgoing limitation may not apply to certain users. XI. General Provisions.a. No Agency.The relationship between you and LabBoss is that of independent contractors. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. b. Assignment.You are not authorized or permitted to assign the provisions of this Agreement or any of your rights or obligations under it without the prior written consent of LabBoss. Without our prior written consent, any attempted assignment will be void. This Agreement and all the rights and obligations under it will be binding on the respective successors and permitted assigns of all parties to the Agreement. c. Notices and Disclosures.LabBoss will provide notices via email, or, at our discretion, through certified mail, to the address that you provide in the Registration process or other addresses that you may subsequently specify. You will provide notices to LabBoss via email to LabBoss Administration, with a copy sent via certified mail to:
Legal Department, LabBoss Notices shall be deemed given 24 hours after an email is sent, unless the sender is notified that the email was undeliverable or, in the case of mailing, three business days after being mailed. d. Force Majeure.LabBoss will not be liable in any amount for our failure to perform any obligation under this Agreement if such failure is caused by Internet outages, earthquakes, communications outages, fire, flood, war, act of God, or the occurrence of any other unforeseen contingency beyond our reasonable control. e. Entire Agreement.This Agreement and our Policies together constitute the entire Agreement between you and LabBoss with respect to our services and supersedes all prior agreements between the parties. No oral statements, promises, or agreements will alter the terms of this Agreement or our Policies. f. Severability.If any provision of this Agreement is held by a court to be invalid or unenforceable, then such provision will be construed and enforced in accordance with applicable law as nearly as possible to reflect the mutual original intent of the parties within this Agreement, and all other provisions of this Agreement will continue in full force and effect. g. No Unintentional Waiver.The failure of either you or LabBoss to exercise any right or provision under this Agreement shall not constitute a waiver of such right or provision. Waiver by either LabBoss or you of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent right or as a waiver of any other right. h. Governing Law.This Agreement shall be governed by and construed in accordance with the substantive laws of the United States of America and the State of North Carolina covering contracts made and to be performed in that State, without regard to its conflicts of laws principles. Further, you irrevocably agree that any legal action or proceedings brought by or against LabBoss with respect to this Agreement shall be brought in the courts of the State of North Carolina or in any United States District Court located in North Carolina and, by execution and delivery hereof, LabBoss irrevocably waive any and all objections which it may have with respect to venue in any of the above courts. i. No Price Manipulation.Sale price manipulation of any kind, directly or indirectly, by Users is prohibited, including, but not limited to, through a secondary account, agent or assign, by making offers for Your own account and the Posted Items You have provided, or by communicating with other buyers and sellers. j. Taxes.You acknowledge and agree that LabBoss does not take any responsibility in reporting or remitting sales or use tax duties, tariffs, imposts, excises and fees which may be assessed, due or owing to the taxing authority of any jurisdiction arising from permits, sales, use, import, export or value-added activities. You agree that you are solely responsible for the calculation, collection and remittance of applicable taxes which may be incurred or assessed in relation to your use of this site and the services provided. k. Public Statements and Releases.Without the prior written consent of LabBoss, you may not issue any press release or make any public statement regarding your use and participation on this web site. l. Conflicting Terms.In any instance where the terms or conditions of this Agreement conflict with any terms or conditions of our Privacy Policy, the applicable terms or conditions of this Agreement shall control. m. Headings.Headings used in this Agreement are for reference purposes only and should not be construed to define, describe or limit the scope or extent of the actual provisions they head. n. Contact Us.If you have questions concerning this Agreement or any of our Policies or if you have questions about our web site and LabBoss please contact us by sending an email to LabBoss Administration
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