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Legal
Terms of Service
Last updated: [DATE TO BE ADDED BY COUNSEL]
These Terms of Service ("Terms") govern your access to and use of the Biogenomics provider portal and website (collectively, the "Service"). They cover use of the website itself — your account, acceptable use, and the content we publish. They do not govern the purchase, sale, or use of any product. All purchases of Biogenomics products are governed separately by our Sales Terms and Conditions, which control in the event of any conflict regarding orders, payment, shipping, returns, or product use.
1. Acceptance of Terms
By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you may not access or use the Service.
[COUNSEL: add effective date, and confirm whether a binding arbitration / governing-law clause should be incorporated here by reference to the Sales Terms and Conditions (Sections 12 and 14) or restated.]
2. Eligibility and Accounts
The Service is restricted to licensed medical providers and their authorized personnel. Registration requires a valid, active National Provider Identifier (NPI) verified against the NPPES registry, and access is granted by invitation following verification.
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized use. Accounts are for the use of the registered provider organization and may not be shared with or transferred to unauthorized parties.
[COUNSEL: confirm minimum-age and authorized-personnel language, and any state-level access restrictions.]
3. Permitted Use of the Portal
We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for the purpose of evaluating products, placing orders, and managing your account in the ordinary course of your professional practice. All use must comply with these Terms and applicable law.
4. Prohibited Conduct
You agree not to, and not to permit any third party to:
- Access the Service using another provider's credentials, or share, sell, or transfer your own access
- Scrape, crawl, harvest, or systematically extract data, pricing, or content from the Service by automated means
- Probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure
- Copy, reproduce, republish, or redistribute the Service's content, design, or proprietary materials except as expressly permitted
- Interfere with or disrupt the integrity or performance of the Service, or introduce any malware or harmful code
- Use the Service for any unlawful purpose or in violation of these Terms or the Sales Terms and Conditions
5. Purchases and Product Terms
Products are offered for purchase by qualified, licensed providers. Your purchase, the products themselves, and all terms relating to ordering, pricing, payment, shipping, returns, permitted product use, and compliance are governed exclusively by our Sales Terms and Conditions. Nothing on the Service constitutes medical advice, and you are solely responsible for exercising your independent professional judgment and complying with all laws applicable to your practice.
6. Intellectual Property
The Service and all of its content — including text, graphics, logos, product imagery, and the Biogenomics name and marks — are the property of Biogenomics or its licensors and are protected by intellectual-property laws. Except for the limited right to use the Service granted above, no rights are granted to you.
7. Third-Party Services
Checkout and payment processing are handled by third-party providers (including Shopify), and fulfillment is handled by our third-party logistics partners. Your use of those services may be subject to their own terms. We are not responsible for the acts, omissions, or policies of third-party providers.
8. Privacy
Your use of the Service is also subject to our Privacy Policy, which describes how we collect and handle information.
9. Disclaimers
The Service is provided "as is" and "as available," without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure.
[COUNSEL: confirm this website "as is" disclaimer is consistent with the product warranties in the Sales Terms and Conditions (Section 8) and does not inadvertently disclaim them.]
10. Limitation of Liability
To the fullest extent permitted by law, Biogenomics will not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to your access to or use of the Service. Liability arising from product purchases is governed by the Sales Terms and Conditions.
[COUNSEL: confirm liability cap and its interaction with Section 10.2 of the Sales Terms and Conditions.]
11. Governing Law
These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-law principles, consistent with the Sales Terms and Conditions.
[COUNSEL: confirm venue and whether the AAA arbitration clause from the Sales Terms and Conditions (Section 12) applies to website disputes.]
12. Changes to Terms
Biogenomics may update these Terms from time to time. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.
13. Contact
Questions about these Terms: sales@thebiogenomics.com