These Terms of Use (“Terms”) form a binding legal agreement between the individual or entity entering into this Agreement (“You”, “Your” or “Customer”) and Charles River Laboratories, Inc. (“Us” “Our” or “CRL”) and governs Your and Your Users’ access to and use of this website (“Portal”) as a means of viewing both Your Content and CRL Content and engaging in other activities available via the Portal. Your use of and access to the Portal is also subject to CRL’s Privacy Policy located here (“Privacy Policy"), which form part of these Terms. THESE TERMS GOVERN YOUR VIEWING AND INTERACTING WITH YOUR CONTENT VIA THE PORTAL (AND ACCESSING CRL CONTENT AND OTHER SERVICES PROVIDED BY CRL) AND IS NOT INTENDED TO MODIFY ANY OTHER AGREEMENT YOU MAY HAVE WITH CRL WITH RESPECT TO SERVICES PROVIDED TO YOU BY CRL.
Please read these Terms carefully before using the Portal. By using the Portal, You also agree to be bound by all documents and policies referenced herein. If you are entering into these Terms on behalf of a company or business, you represent that you have the authority to bind such entity as well as any of its Users who will utilize the Portal. The terms “You” or “Your” shall also refer to any successors and permitted assigns of such entity, as well as any employee or agent acting by or on behalf of the foregoing, including but not limited to Users. If you do not have such authority, or if you do not agree with these Terms, you may not use the Portal. In addition, certain CRL Content may be subject to additional terms and conditions (“Additional Terms”). We may revise these Terms at any time without notice to you. It is your responsibility to review these Terms periodically. If at any time you find these Terms unacceptable or if you do not agree to these Terms, please do not use the Portal. If you have any questions about these Terms, please contact us at [email protected].
1. Definitions. For purposes of these Terms, the following terms have the following meanings:
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with, a party. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% or more of the voting equity securities, or other equivalent voting interests, of an entity.
“Confidential Information” means (a) Content, (b) all software and technical information used to provide the Portal and/or the Services; and (c) any non-public information whether in written, oral, graphic, electronic or any other form, including without limitation, unpublished financial information, product and business plans, business projections, technical information, study and clinical data, analyses, software and processes, which information is marked or indicated at the time of disclosure or observation as being “Confidential” or “Proprietary,” or which would be deemed by a reasonable person to be confidential or proprietary in nature.
“Content” means CRL Content and Your Content, including but not limited to all study records, methods, measurements, observations, instrument readouts, assay readouts, images (digital or analog), analysis, charts, graphs, tables, conclusions and scientific commentary.
“CRL Content” means the Content available via the Portal (excluding Your Content).
"Services” means the services provided by CRL under a separate agreement pursuant to which CRL creates Your Content.
"User" means those employees and contractors of You and Your Affiliates authorized to use the Portal and who have been supplied user identifications and passwords.
“Your Content” means all electronic data or information submitted by You and Your Users in connection with the Services or which are uploaded by Us on your behalf in connection with the provision of Services for your review and/or comments.
2. Use of the Portal.
2.1 Licenses. Subject to Your compliance with Your obligations, We shall make the Portal and Content available to You to be used by Your Users solely for Your internal business operations consistent with the terms hereof. These Terms do not govern the provision of the Services to You and do not impact your ability to receive Your Content as specified in the agreement governing the provision of the Services. Subject to these Terms, We grant You a limited, non-exclusive, revocable, non-transferable right to: (a) access and use the Portal to engage with Your Content; and (b) to view , copy, print and download the CRL Content consistent with any additional terms applicable to such CRL Content, in both instances, for Your and Your Affiliates’ internal purposes, provided that (i) the copyright and trademark notice appearing on such CRL Content is not modified or obscured and (ii) the CRL Content is not modified in any way. These licenses terminate automatically without notice if You breach these Terms. CRL or its hosted service providers, shall host the Portal and Content and CRL may update the functionality, user interface, usability, and other features of the Portal and CRL Content from time to time in Our sole discretion. We do not grant You any right to modify, create derivative works of, license or sublicense the CRL Content in whole or in part. You agree to not remove, alter, or obscure any CRL trademarks, tradenames, or logos (“Marks”) or any copyright or other proprietary rights notices contained in any CRL Content, or any other information or data on the Portal.
2.2 Proprietary Rights. We retain all ownership and proprietary rights in and to the technology, software and infrastructure used to provide the Services, the Portal and CRL Content. You retain all ownership and proprietary rights in and to Your Content. Any rights not expressly granted herein by CRL and Customer are reserved. Any unauthorized use of the Portal and/or any Content may violate copyright laws, trademark laws, laws of privacy and publicity, communications regulations, and statutes as well as other rights, laws, rules, regulations, and statutes.
2.3 Feedback. You grant CRL a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute, and incorporate into the Portal and CRL Content (without attribution of any kind) any suggestion, enhancement request, recommendation, proposal, correction or other feedback or information provided by You or any User related to the operation or functionality of the Portal, and/or the CRL Content.
2.4 Your Responsibilities. You acknowledge and agree that the Portal may not be accessed except by Users. To receive access to the Portal, You or Your Uses will be required to provide certain information and data (“Registration Data”). You are responsible for ensuring that the Registration Data is true and accurate and for maintaining and updating this information to keep it current, complete, and accurate. You grant Us the right to disclose to third parties (including our hosting provider) your Registration Data consistent with the Privacy Policy. You are solely responsible for maintaining the confidentiality of Your password and account and for statements made and acts or omissions that occur through the use of Your password and account. You shall be solely responsible for the security of passwords issued to your Users. You are responsible for all activities that occur under User accounts. You will: (a) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Portal and CRL Content, and notify Us promptly of any such unauthorized use; (b) comply with all applicable laws and regulations in using the Portal and Content and (c) use the Portal and Content only for lawful purposes and only in accordance with these Terms. You shall not (i) make the Portal or CRL Content available to anyone other than Users, (ii) sell, resell, rent or lease the Portal or CRL Content or make them available to third parties, (iii) use the Portal to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Portal to store or transmit malicious code, (v) interfere with or disrupt the integrity or performance of the Portal or third-party data contained therein, or (vi) attempt to gain unauthorized access to the Portal or their related systems or networks. You agree to defend, indemnify, and hold Us harmless from and against any and all claims and liabilities, including reasonable attorneys' fees, related to or arising from all conduct and activities occurring under Your User ID and password.
2.5 License to Your Content. You hereby grant to Us a royalty-free, non-exclusive, non-transferable limited license to store and use Your Content, solely to the extent necessary to make Your Content available to You and your Users via the Portal, and to otherwise fulfill Our obligations under these Terms. We shall treat Your Content as Your Confidential Information.
2.6 Data. The Portal and Content are not to be used to make regulated decisions and are not to be considered the system of record for any regulated documents. Unless otherwise stated, data provided in the Portal is "near real-time". As such, the data may not have undergone a full detailed review for accuracy and completeness and should therefore be considered as "Draft" and not "Quality Assured". CRL makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to data on this Portal. Any reliance you place on such information is therefore strictly at your own risk. In no event will CRL be liable for any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this Portal.
2.7 Curated Data. Notwithstanding anything to the contrary contained in these Terms, CRL may use, copy, transmit, index, model, and aggregate (including with other customers’ data and Content) Your Content and any data related to the performance and use of the Portal which has been de-identified and anonymized (“Curated Data”), for the purpose of (a) developing, improving or customizing the Portal, CRL Content and the Services, (b) publishing, displaying and distributing any anonymous and de-identified information (i.e., information where neither Customer nor its Users are capable of being identified) derived from Your Content, (c) to perform analyses and create summary reports such as demographic overviews of test results, (d) create fully anonymized demo data, (e) internal personnel training, or (f) to develop and/or improve CRL products and services including, but not limited to, developing, testing and/or validating artificial intelligence or machine learning algorithms, provided that no identifiable characteristics of its clients , samples, original study design or the primary use of the Data shall be revealed. CRL and/or its agents, consultants and partners shall not have the right to use the Curated Data, or use Your Content, for the purpose of developing a specific therapeutic product but will have the rights to develop improvements in service and technology platforms related to preclinical drug discovery, biologics manufacturing or pharmaceutical lot release testing. In addition, Customer samples, original study design or the primary use of the Curated Data will not be identified in any poster, publication, whitepaper or case study arising from the use of the Curated Data. We shall be the sole owners of any intellectual property arising from the use of Curated Data (subject in all cases to Your underlying rights in and to Your Content).
2.8 Transmission over Network. You understand that the operation of the Portal involves (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Portal. We will have no liability to you for any unauthorized access to or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content unless directly caused as a result of our breach of our obligations under these Terms.
2.9 Export Control Laws. Customer shall comply with all export laws and regulations of the United States and other applicable jurisdictions in using the Portal and Content and shall obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (a) Customer represents that neither it nor its Users is named on any government list of persons or entities prohibited from receiving exports, (b) Customer shall not permit Users to access or use the Portal or Content in violation of any applicable export embargo, prohibition or restriction, and (c) Customer and its Users shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its Users are located.
2.10 Modifications to Terms. CRL may update and/or revise any of its policies (including but not limited to the Privacy Policy and these Terms) at any time in its sole discretion. Modifications shall be posted on the Portal.
3. Disclaimers.
THE PORTAL AND CONTENT ARE PROVIDED 'AS IS' AND "AS AVAILABLE", "WITH ALL FAULTS" AND WE DISCLAIM ALL WARRANTIES, TERMS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES, TERMS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
4. Confidential Information.
4.1 General. The parties will retain in confidence all Confidential Information transmitted to the receiving party (the “Receiving Party”) by the disclosing party (the “Disclosing Party”) as provided in this Section 4 while these terms are in effect. Confidential Information, including any and all copies thereof made by the Receiving Party, remains the property of the Disclosing Party. The Receiving Party will use Confidential Information received hereunder only for the purpose of exercising its rights and fulfilling its obligations under these Terms and will use diligent efforts to prevent unauthorized disclosure of such Confidential Information to third parties. The Receiving Party will disclose Confidential Information received from Disclosing Party to the Receiving Party’s employees or consultants only if such persons have a legitimate need to have access to such information and are bound by confidentiality obligations sufficient to ensure Receiving Party’s compliance with its obligations hereunder. The Receiving Party will use the same degree of care and discretion (but in any event no less than a reasonable degree of care and discretion) to avoid unauthorized disclosure or use of Confidential Information received from the Disclosing Party hereunder as the Receiving Party uses to protect its own information of a similar nature from unauthorized disclosure or use. The Receiving Party may disclose the Disclosing Party’s Confidential Information as required by governmental or judicial order, provided the Receiving Party gives the Disclosing Party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure.
4.2 Exclusions. The Receiving Party will not have an obligation to maintain the confidentiality of information that (i) is or becomes publicly known other than by breach by the Receiving Party of these Terms; (ii) is received rightfully from a third party with no obligation of confidentiality; or (iii) is independently developed by the Receiving Party without reference to the Confidential Information provided by the Disclosing Party, as evidenced by written documentation.
4.3 Ownership. All Confidential Information, including copies made by Receiving Party, will remain the property of Disclosing Party. Nothing herein shall be construed as granting or conferring any rights by license or otherwise in the Confidential Information of Disclosing Party except as expressly provided herein.
4.4 Return of Confidential Information. Upon the written request of Disclosing Party, Receiving Party shall promptly return all copies of the Confidential Information, in whatever form or media, to the Disclosing Party, or at the direction of Disclosing Party, securely destroy the same. Receiving Party shall certify such return or destruction to Disclosing Party in writing within thirty (30) days thereafter.
4.5 Injunctive Relief. It is understood and agreed that notwithstanding any other provision of this Agreement, a breach of this Section 4 may cause Disclosing Party irreparable harm for which recovery of money damages might be inadequate, and that Disclosing Party shall therefore be entitled to seek timely injunctive relief, without posting bond, to protect its rights under this Agreement, in addition to any and all remedies available at law.
5. Limitation of Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED BY YOU AND/OR USERS ARISING OUT OF THESE TERMS AND YOUR USE OF THE PORTAL AND CONTENT UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY UNDER THESE TERMS, FOR ALL CLAIMS IN THE AGGREGATE, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00).
6. Termination. We may terminate these Terms and Your access to the Portal at any time, with or without notice, for any reason. In addition, We may suspend Your access to the Portal at any time in the event You breach your obligations hereunder, including if We reasonably conclude that the Content and/or Portal is being used by You or Your Users to engage in denial of service attacks, spamming, or illegal activity, and/or use of the Portal and/or Content is causing immediate harm to CRL or others. You agree that We shall not be liable to You nor to any third party for any suspension of your access to the Content and/or Portal under such circumstances as described in this Section.
7. Compliance with Laws. You agree to comply with all applicable laws regarding your use of the Portal. If you are outside the United States you must comply with all local laws with respect to your online conduct, as well as the export of data to the United States or to your country or residence. You further agree that information provided by you is truthful and accurate to the best of your knowledge and acknowledge that you are solely responsible for the contents of your communications made via the Portal and that all such communications will comply with our Privacy Policy, our AUP.
8. Indemnification. You agree to indemnify, defend and hold us and our Affiliates, partners, employees, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of these Terms or use of the Portal.
9. Miscellaneous. These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer Your use of the Portal or these Terms or any rights granted hereunder, by operation of law or otherwise, without Our prior written consent, and any attempt by You to do so, without such consent, will be void. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies. All notices or approvals required or permitted under these Terms will be in writing and delivered via email, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in Your registration information and to [email protected], with a copy to [email protected]. These Terms are the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter. These Terms have been written in the English language and You waive any right to have these Terms written in any other language. If you have any questions about these Terms, please contact us at [email protected].
10. Acknowledgement. BY USING THE PORTAL, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.