×
Terms and Conditions
Welcome to histoimage, the website and online service of
histoimage, LLC. (“histoimage,” “we,” or
“us”). This document sets out the terms and
conditions on which you (“you” or the
“Client”) may use our online services, histopathology
services, website, and software provided on or in connection with
such services (collectively, the “Service”). By
accessing or ordering any Service from histoimage, Client agrees
to be bound by these terms and conditions (the
“Terms”). If you do not accept these terms and
conditions, histoimage shall not provide the Service to Client,
and Client shall not be permitted to request or order Service
from histoimage.
USE OF OUR SERVICE
This is a contract between you and histoimage. You must read and
agree to these terms before using or requesting the Service. You
may use the Service only in compliance with these Terms and all
applicable local, state, national, and international laws, rules,
and regulations. Any use or access to the Service by anyone under
13 is strictly prohibited and in violation of this Agreement. In
addition, the Service is not available to any users previously
removed from the Service by histoimage.
If you request or access the Service on behalf of a company,
organization, or other entity, then (a) “you”
includes you and that entity, and (b) you represent and warrant
that you are an authorized representative of the entity with the
authority to bind the entity to these Terms and that you agree to
these Terms on the entity’s behalf. We may terminate or
suspend your access to the Service without notice and liability
if, in our determination, you violate any provision of these
Terms. Upon termination, you continue to be bound by these
Terms.
When a Client makes a Service Order, we will provide the
Client with an order number (“Order Confirmation”)
and a confirmation email detailing the Services to be performed.
For purposes of clarity, Client agrees and acknowledges that
these Terms and Conditions prevail over any terms or conditions
contained in any Order Confirmation or other documentation, and
these Terms and Conditions expressly exclude any terms or
variations issued by Client, whether orally or in writing before,
during, and after the provision of Services.
MEDICAL DISCLAIMER FOR INDIVIDUAL PATIENTS
You understand that histoimage does not provide medical or other
professional health care, advice, diagnosis, or treatment to
individual patients. You represent that you are not accessing,
using, or participating in our Service and related activities to
address any physical illness. You understand that histoimage is
not responsible for providing medical advice concerning your
physical condition and ability to access, use, or participate in
the Service and related activities. You acknowledge that you have
consulted or have had an opportunity to consult with a qualified
medical professional before purchasing the Service. By using the
histoimage website, you understand and agree that we are not
engaged in the practice of medicine, either through our website
or any associated communications or Service, and that the website
is not a substitute for professional medical advice, diagnosis,
or treatment.
DEFINITIONS
“Client Materials” shall mean those specimens and
other materials provided by the Client to histoimage in
connection with the histoimage Service;
“Deliverables” shall mean any deliverables
specifically provided for in a histoimage Service Order to be
delivered by histoimage to Client. “Histoimage Service
Order” shall mean an order made by Client on
histoimage’s online order form and accepted in writing by
histoimage or other Client written request for histoimage Service
by histoimage that may be made from time to time which is
received in writing by histoimage.
CHANGES
histoimage reserves the right to make unilateral modifications to
these Terms and will provide notice of these changes as described
below. Client may not make any changes to histoimage Service
Orders once mutually accepted by both histoimage or once the
samples have been submitted. Changes to a histoimage Service
Order may only be made in writing and signed by and authorized by
Client and histoimage. If Client wishes to make any changes,
appropriate written requests for change orders must be discussed
with histoimage, and any pricing adjustments must be agreed upon
in writing.
CONFIDENTIALITY
histoimage acknowledges that in the course of providing the
Service, histoimage, or its employees or consultants, may be
supplied with or come into possession of your specimens and other
Client Materials that you mark or designate in writing to us as
confidential (“Confidential Client Information”).
histoimage agrees that any Confidential Client Information
received by histoimage will not be disclosed to any third party
except to histoimage’s third-party vendors, consultants,
and other service providers who perform Service on our behalf and
are bound by confidentiality obligations without your prior
written consent. Client acknowledges that in the course of
receiving the Service hereunder, Client, or its employees or
consultants, may be supplied with or come into possession of
technical, business, or other information of histoimage
(“histoimage Confidential Information”). Client
agrees that any histoimage Confidential Information received by
Client will not be disclosed to any third party without
histoimage’s prior written consent.
CLIENT’S OBLIGATIONS
Client shall be responsible for obtaining all rights and
permissions from third parties, if any, which shall be necessary
for developing and using any Client Materials by histoimage
hereunder. You represent and warrant that the Client Materials
either do not contain personal data, including any personally
identifiable information or protected health information or that
you have the proper permission to access material that does
contain personal data, including any personally identifiable
information or protected health information. You represent and
warrant that you have the express or explicit written consent
from any person the Client Material relates or concerns (e.g.,
any individual whose tissue the slide content relates to),
including all legally required permissions, to share the Client
Material with us for performance of the Service, you have all
other legally required licenses and permissions to share Client
Materials with us, including our use in performing the Service,
your provision of the Client Materials complies with all
applicable foreign, federal, state, and local laws, regulations,
rules, codes of conduct, contractual requirements, and any other
applicable requirements, you will ensure the Client Materials are
suitable for use by histoimage to perform the Service, you will
ensure all Client Materials comply and conform to any
specifications in the histoimage Service Order, all information
it provides on any histoimage Service Order is accurate and
complete, and you will keep this information up to date, and any
use by histoimage of the Client Materials or any compliance by
histoimage with the Client's instructions, whether express or
implied, will not result in the infringement or alleged
infringement of any intellectual property rights, including but
not limited the registered copyright, trademark, United States
Patent, privacy right, or other intellectual property right held
by any third party. histoimage will provide to Client histoimage
Service according to the fees, rates, and prices outlined in
histoimage Service Orders unless expressly stated to the contrary
in any applicable histoimage Service Order. Changes to the scope
of the histoimage Service Order shall be made only in writing and
executed by authorized representatives of both parties. The
preceding notwithstanding, if histoimage, at the express written
request of Client, performs work that is not covered by a
histoimage Service Order or exceeds the scope of histoimage
Service defined in the applicable histoimage Service Order,
Client shall compensate histoimage.
NO WARRANTY
The service is provided on an “as is” and “as
available” basis. Use of the service is at your own risk.
To the maximum extent permitted by applicable law, the service is
provided without warranties of any kind, whether express or
implied, including, but not limited to, implied warranties of
merchantability, fitness for a particular purpose, or
non-infringement. No advice or information, whether oral or
written, obtained by you from histoimage or through the service
will create any warranty not expressly stated herein. Without
limiting the foregoing histoimage, its subsidiaries, its
affiliates, and its licensors do not warrant that the content is
accurate, reliable, or correct; that the service will meet your
requirements; that the service will be available at any
particular time or location, uninterrupted or secure; that any
defects or errors will be corrected; or that the service is free
of viruses or other harmful components. Any content downloaded or
otherwise obtained through the use of the service is downloaded
at your own risk, and you will be solely responsible for any
damage to your computer system or mobile device or loss of data
that results from such download or your use of the service.
histoimage does not warrant, endorse, guarantee, or assume
responsibility for any product or service advertised or offered
by a third party through the service or any hyperlinked website
or service, and histoimage will not be a party to or in any way
monitor any transaction between you and third-party providers of
products or service. Federal law, some states, provinces, and
other jurisdictions do not allow the exclusion and limitations of
certain implied warranties, so the above exclusions may not apply
to you. These Terms give you specific legal rights, and you may
also have other rights that vary from state to state.
The disclaimers and exclusions under these Terms will not
apply to the extent prohibited by applicable law. Limitation of
liability to the maximum extent permitted by applicable law, in
no event shall histoimage, its affiliates, agents, directors,
employees, suppliers, or licensors be liable for any indirect,
punitive, incidental, special, consequential or exemplary
damages, including without limitation damages for loss of
profits, goodwill, use, data, or other intangible losses arising
out of or relating to the use of, or inability to use this
service. Under no circumstances will histoimage be responsible
for any damage, loss, or injury resulting from hacking,
tampering, or other unauthorized access or use of the service or
your account or the information contained therein. To the maximum
extent permitted by applicable law, histoimage assumes no
liability or responsibility for any (i) errors, mistakes, or
inaccuracies of content; (ii) personal injury or property damage
of any nature whatsoever resulting from your access to or use of
our service; (iii) any unauthorized access to or use of our
secure servers and any and all personal information stored
therein; (iv) any interruption or cessation of transmission to or
from the service; (v) any bugs, viruses, trojan horses, or the
like that may be transmitted to or through our service by any
third party; (vi) any errors or omissions in any content or for
any loss or damage incurred as a result of the use of any content
posted, emailed, transmitted, or otherwise made available through
the service; and (vii) content provided by a third party or the
defamatory, offensive, or illegal conduct of any third party. In
no event shall histoimage, its affiliates, agents, directors,
employees, suppliers, or licensors be liable to you for any
claims, proceedings, liabilities, obligations, damages, losses or
costs in an amount exceeding the amount you paid to histoimage
hereunder or $100.00, whichever is greater. This limitation of
liability section applies whether the alleged liability is based
on contract, tort, negligence, strict liability, or any other
basis, even if histoimage has been advised of the possibility of
such damage. The foregoing limitation of liability shall apply to
the fullest extent permitted by law in the applicable
jurisdiction. Some states do not allow the exclusion or
limitation of incidental or consequential damages, so the above
limitations or exclusions may not apply to you. This agreement
gives you specific legal rights, and you may also have other
rights which vary from state to state. The disclaimers,
exclusions, and limitations of liability under this agreement
will not apply to the extent prohibited by applicable law. The
Service is controlled and operated from facilities in the United
States. histoimage makes no representations that the Service is
appropriate or available for use in other locations. Those who
access or use the Service from other jurisdictions do so of 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 Service 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 stated, all materials found on the Service are solely
directed to individuals, companies, or other entities in the
United States.
SHIPMENTS
All finished products and Client Materials requested to be
returned to the Client shall be shipped to the F.O.B. shipping
point. Risk of loss shall transfer to the Client upon tender of
goods to Client, Client's representative, or common carrier.
Any special packing or handling cost shall be added to the order
amount. If Client causes or requests a shipment delay, or
histoimage ships or delivers the products erroneously as a result
of inaccurate, incomplete, or misleading information supplied by
Client or its agents or employees, storage and all other
additional costs and risks shall be borne solely by Client.
histoimage does not provide services related to the shipment
of Client Materials to or from its offices aside from local
pickup of items by prearrangement for Clients within a 35-mile
radius of the histoimage main office. For this reason, any
Services purchased from histoimage are made pursuant to a
shipment contract. This means that the risk of loss for Client
Materials passes to histoimage only when the Client Materials
arrive at our offices, and the risk of loss passes back to you
when we deliver your Client Materials to the shipping carrier
(FedEx, USPS, or other common carrier). By shipping any media to
histoimage, you acknowledge that we are not responsible for late,
lost, damaged, or misdirected mail.
Claims for products damaged or lost in transit should be made
by Client to the carrier, as histoimage’s responsibility
ceases upon tender of goods to Client, Client's
representative or common carrier.
ACCESS TO DIGITIZED MATERIALS ONLINE
In certain circumstances, we may choose to make your Digitized
Materials, such as whole slide images, available to you by
providing you with a link to your Digitized Materials, which may
be hosted in a cloud environment online, in which case we might
use a third-party provider to facilitate this Cloud Digital
Delivery (including by way of example, Google or Amazon)
(collectively, the preceding service is understood as
“Cloud Digital Delivery”).
If we make your Digitized Materials available through Cloud
Digital Delivery, you acknowledge and agree that histoimage does
not control the online hosting environment, its security,
authenticity, or integrity. You further acknowledge and agree
that histoimage has no responsibility or control over the Cloud
Digital Delivery service, and histoimage shall bear no liability
for anything that might happen to your Digitized Materials
therein. You agree to hold harmless histoimage for any actions
related to your Digital Materials in any way, whatsoever,
concerning the Cloud Digital Delivery, including but not limited
to any loss, destruction, corruption to the Digitized Materials,
as well as any unavailability, lack of access, or
irretrievability that you might experience if your Digitized
Materials are offered through Cloud Digital Delivery.
PRICE AND PAYMENT
Client agrees to pay for the Service and products according to
the prices outlined in each histoimage Service Order in effect at
the time the Service is rendered. Prices may not include
additional slide transport/storage boxes, packaging, and postage
costs which can only be determined when invoicing. Any such
additional charge will be verified by Client and will be added to
final invoicing. histoimage’s standard payment terms are
DUE UPON RECEIPT of histoimage’s invoice, which is issued
upon completion and shipment of the order. In addition, depending
on the size and scope of the project, an initial pre-payment,
progress payments, or other non-standard payment terms may be
required, and details will be included in histoimage’s Work
Estimate or Project Quote. If Client fails to make any payment to
histoimage when due, Client's entire account(s) with
histoimage shall become immediately due and payable without
notice or demand. All past due amounts are subject to service
charges of 1.5% per month. Client shall have no right to order
any change or modification to any product or Service previously
ordered by Client or its representatives or cancel any order
without histoimage’s written consent and payment to
histoimage of all charges, expenses, commissions, and reasonable
profits owed to or incurred by histoimage. Specially fabricated
or ordered items and supplies may not be canceled or returned,
and no refund will be made.
SPECIMEN AND OTHER CLIENT MATERIALS SUBMISSION REQUIREMENTS
AND DISCLAIMERS
For histoimage to provide high-quality and efficient service to
Client, histoimage has developed the following requirements and
disclaimers to help ensure that the Client’s specimens and
other Client Materials arrive in viable condition. histoimage
will not be held responsible for:
- Any specimen or other Client Materials that is not
submitted using histoimage’s Service Order, or any
mistake made on such Service Order by Client.
- Any illegibly written ID numbers on specimen or other
Client Materials manifests, containers or cassettes.
- The quality of slides sectioned and stained from poorly
processed tissue submitted to us as paraffin blocks.
- Labeling that washes off during processing of cassettes
sent to us labeled with improper ink.
- Any unpredicted result.
Further, if any “untried” tissue, material, or
antibody is submitted to histoimage for “R&D”
(Research and Development) workup, the Client is responsible for
paying us for our time and efforts, even if the results are not
in the Client's favor. histoimage will not be held responsible
for:
- Any poorly processed specimens which are sent to us in cassettes.
- Impropoerly trimmed tissue samples.
- Poor results from any special stain and IHC runs without histoimage's
control slide.
- Damages caused by missing instructions
Client is
responsible for entering special instructions for every online
order. If the Client sends histoimage poorly prepared or poorly
processed tissue samples (including, but not limited to, glass
slides and specimen), and the aforementioned tissue sample
damages histoimage equipment, the Client will be responsible for
all charges by histoimage for repairing and replacing the
equipment.
INTELLECTUAL PROPERTY
Each Party shall own all rights, title, and interest in and to
any inventions made solely by such Party’s employees,
agents, and independent contractors in the course of conducting
its activities under this Agreement during the Term, together with
all intellectual property rights therein, including any rights to
applications or other protections for any of the preceding.
histoimage acknowledges and agrees that except for any histoimage
intellectual property or intellectual property rights contained
therein and subject to the terms hereof, all Deliverables, Client
Materials, and Client Confidential Information will be
Client’s property. Service Notwithstanding the preceding,
histoimage shall have the right to use Client Materials and
Deliverables for its internal purposes, including but not limited
to improving its Service. Unless Client explicitly declines
participation, Client agrees to contribute data to OpenHistoPath,
and Client agrees to license Client Materials and Deliverables
for use in the OpenHistoPath archive database (PathArchive)
according to the terms of the Database Contribution License.
Client agrees that histoimage possesses or may in the future
possess analytical methods, computer technical expertise, and
software, which have been independently developed by histoimage
and which will remain the sole and exclusive property of
histoimage. Improvements or enhancements made to
histoimage’s processes or methods independently developed
by histoimage and are incidental to the provision of Service
hereunder will remain the sole property of histoimage.
ENTIRE AGREEMENT
These Terms constitute the entire, complete, and exclusive
agreement between the parties concerning the subject matter
hereof and contain all the agreements and conditions of sale. No
terms and conditions other than the terms and conditions
contained herein shall be binding upon histoimage, and the terms
and conditions contained herein may not be added to, modified,
superseded, or otherwise altered except by a written modification
executed by both the Client and histoimage and signed by a
co-founder of histoimage. All transactions shall be governed
solely by the terms and conditions contained herein. Client will
be deemed to have assented to all terms and conditions contained
herein if any part of the goods and Service described herein are
shipped, or an invoice is presented in connection with the said
goods and Service.
INDEMNIFICATION
Client shall defend, indemnify and hold harmless histoimage and
its officers, directors, and employees, jointly and severally,
from and against any claims, suits, actions, proceedings,
liabilities, losses, damages, or expenses, including any legal
and expert fees and expenses and all costs of investigation,
which arise out of or relate to (i) Client's breach of any
term or provision of this Agreement; (ii) the Client Materials in
any manner; (iii) your violation of any third-party right,
including without limitation any right of privacy or intellectual
property rights; (iv) your violation of any applicable law, rule
or regulation; (v) any content you submit including, without
limitation, any misleading, false, or inaccurate information; or
(vi) your willful misconduct. Client shall reimburse histoimage
for all expenses (including counsel fees and expenses) incurred
by histoimage in connection with any such actions or claims.
NON-WAIVER
histoimage’s failure to insist upon the strict performance
of any term or condition herein shall not be deemed a waiver of
any of histoimage’s rights or remedies hereunder, nor its
right to insist upon the strict performance of the same or any
other term herein in the future. No waiver of any term or
condition hereunder shall be valid unless in writing and signed
by a histoimage co-founder.
SET-OFF
Client shall not be entitled to set-off any amounts due Client
against any amount due histoimage in connection with this
transaction.
SEVERABILITY; ASSIGNMENT
If any provision of this agreement, or any portion thereof, is
held to be invalid or unenforceable by any court of competent
jurisdiction, such invalid or unenforceable provision or portion
thereof shall not affect the remainder of this agreement.
This Agreement, and any rights and licenses granted hereunder, may
not be transferred or assigned by you but may be assigned by
histoimage without restriction.Any attempted transfer or
assignment in violation hereof shall be null and void.
GOVERNING LAW AND ARBITRATION
Governing Law. You agree that: (i) the Service shall be deemed
solely based in Indiana; and (ii) the Service shall be deemed a
passive one that does not give rise to personal jurisdiction over
us, either specific or general, in jurisdictions other than
Indiana. This Agreement shall be governed by the internal
substantive laws of the State of Indiana without respect to its
conflict of laws principles. The parties acknowledge that
this Agreement evidences a transaction involving interstate
commerce. Notwithstanding the preceding sentences concerning the
substantive law, any arbitration conducted according to
this Agreement's terms shall be governed by the
Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the
United Nations Convention on Contracts for the International Sale
of Goods is expressly excluded. You agree to submit to the
personal jurisdiction of the federal and state courts located in
Saint Joseph County, Indiana for any actions for which we retain
the right to seek injunctive or other equitable relief in a court
of competent jurisdiction to prevent the actual or threatened
infringement, misappropriation or violation of our copyrights,
trademarks, trade secrets, patents, or other intellectual
property or proprietary rights, as outlined in theArbitration
provision below, including any provisional relief required to
prevent irreparable harm. You agree that Saint Joseph County,
Indiana is the proper forum for any appeals of an arbitration
award or trial court proceedings if the arbitration provision
below is unenforceable.
Arbitration.
Read this section carefully because it requires the parties to
arbitrate their disputes and limits how you can seek relief from
histoimage.
For any dispute with histoimage, you agree to first contact us at
legal@histoimage.com and attempt to resolve the dispute with us
informally. In the unlikely event that histoimage has not been able
to resolve a dispute it has with you after sixty (60) days, we
each agree to resolve any claim, dispute, or controversy
(excluding any claims for injunctive or other equitable relief as
provided below) arising out of or in connection with or relating
to this Agreement, or the breach or alleged breach thereof
(collectively, “Claims”), by binding arbitration by
JAMS, under the Optional ExpeditedArbitration Procedures then in
effect for JAMS, except as provided herein. JAMS may be contacted
at www.jamsadr.com. The arbitration will be conducted in Saint
Joseph County, Indiana unless you and histoimage agree otherwise. If
you are using the Service for commercial purposes, each party
will be responsible for paying any JAMS filing, administrative
and arbitrator fees in accordance with JAMS rules, and the award
rendered by the arbitrator shall include costs of arbitration,
reasonable attorneys’ fees, and reasonable costs for expert
and other witnesses. If you are an individual using the Service
for non-commercial purposes: (i) JAMS may require you to pay a
fee for the initiation of your case unless you apply for and
successfully obtain a fee waiver from JAMS; (ii) the award
rendered by the arbitrator may include your costs of arbitration,
your reasonable attorney’s fees, and your reasonable costs
for expert and other witnesses; and (iii) you may sue in a small
claims court of competent jurisdiction without first engaging in
arbitration, but this does not absolve you of your commitment to
engage in the informal dispute resolution process.Any judgment on
the award rendered by the arbitrator may be entered in any court
of competent jurisdiction. Nothing in this Section shall be
deemed as preventing histoimage from seeking injunctive or other
equitable relief from the courts as necessary to prevent the
actual or threatened infringement, misappropriation, or violation
of our data security, intellectual Property Rights, or other
proprietary rights.
Class Action/Jury Trial Waiver.
Concerning all persons and entities, regardless of whether they
have obtained or used the service for personal, commercial or
other purposes, all claims must be brought in the parties’
individual capacity and not as a plaintiff or class member in any
purported class action collective action, private attorney
general action or other representative proceeding. This waiver
applies to class arbitration, and, unless we agree otherwise, the
arbitrator may not consolidate more than one person’s
claims. You agree that, by entering into this agreement, you and
histoimage are each waiving the right to a trial by jury or to
participate in a class action, collective action, private attorney
general action, or other representative proceeding of any
kind.
NOTIFICATION PROCEDURES AND CHANGES TO THESE TERMS
histoimage is not responsible for any automatic filtering you or
your network provider may apply to email notifications we send to
the email address you provide us. histoimage may, in its sole
discretion, modify or update these Terms from time to time, so
you should review this page periodically. When we change these
Terms in a material manner, we will update the ‘last
modified’ date at the bottom of this page. Your use of the
Service after any such change constitutes your acceptance of the
new Terms. If you do not agree to any of these terms or any
future Terms of Use, do not use or access (or continue to access)
the Service.
These Terms were last modified on January 10, 2023.
