Terms & Conditions

CLIENT AGREEMENT - TERMS OF USE

Welcome to PROLAB.com ("PROLAB"). This Agreement describes the terms and conditions applicable to your use of the PROLAB website ("Site"). By using your Account to access the Site, you are agreeing to be bound by all of the terms in this Agreement.

Definitions

The term "Content" applies to any data, material, information or comments of any type on the Site, as well as data, material, information, or comments provided by third parties. Where applicable, Content on the Site is subject to the following disclaimer: These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent disease.

Access

PROLAB will provide you with access to the Site for the purpose of learning about PROLAB and its products. By providing this access, PROLAB is acting as an online information provider only. No identifying information about any person under the age of 18 should be included in any submission or e-mail to the Site.

This is a Contract

By acknowledging your acceptance of these terms and conditions, a contract will exist between you and PROLAB. PROLAB agrees that it will honor its obligations contained here and in its Privacy Statement (which PROLAB may change from time to time and which you accept so long as PROLAB posts reasonable notice of such changes on the Site), as well as any other terms for providing service which we may place in writing from time to time.

In turn, you acknowledge that you are bound by the terms and conditions of this Client Agreement and that you will honor your promises to PROLAB under this contract. PROLAB reserves the right to modify and amend these terms, and to post the amended Terms of Use on the Site. By using the Site, you agree to abide by the applicable Terms of Use, as amended from time to time.

General Terms of Use

PROLAB will use the information provided by you or collected about you as described in the Privacy Statement. Our current Privacy Statement is available at http://.prolab.com/privacy-policy. The Privacy Statement is hereby incorporated by reference into these Terms of Use. Please read the Privacy Statement.

Permitted Use/Proprietary Rights

All information and Content available on the Site, including all Content provided by the Content Providers, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights or laws, unless otherwise specified. You may not, without PROLAB's or the appropriate Content Provider's permission, download, copy, modify, display, or prepare derivative works based upon the Content on the Site. All rights not expressly granted herein are reserved.

Any reproduction, except for your personal non-commercial use, or republication, distribution, assignment, sublicense, sale or creation of derivative works, of all or any portion of the Content viewed or accessed from the Site without the express written permission of PROLAB or the Content Providers is expressly prohibited. You may not copy, post, or upload any of PROLAB's Content to an Internet website, any public or private bulletin board system, or any other electronic network or Internet service, nor may you post any links between Site, and or any Content thereon, to any other website or location.

You understand and agree that the information and Content available on the Site may contain valuable proprietary rights and that any unauthorized, unlicensed, or prohibited disclosure, distribution, copying, or use of any kind of this information and Content ("Unauthorized Use") could result in substantial and irreparable harm to PROLAB and/or the respective Content Providers. Any Unauthorized Use by you shall be deemed an infringement of the rights of PROLAB or the respective Content Provider therein and shall constitute damage to the reputation and goodwill of PROLAB. You agree to bear full responsibility for the consequences of any Unauthorized Use by you or anyone acting on your behalf, including without limitation, termination of your PROLAB account, civil liability, and criminal prosecution. Notwithstanding any other remedies, you agree that PROLAB, or the appropriate Content Provider, shall be entitled as a matter of right, and without notice, to equitable relief by way of injunction or otherwise, in the event of any Unauthorized Use by you.

You acknowledge PROLAB's proprietary rights, including any and all copyrights and trademarks, in the PROLAB name and the Site (the "PROLAB Property"). The PROLAB Property includes the structure, sequence, organization, and look and feel of the Site, the database, listing, and transaction systems, and or the Content, where applicable, as well as the selection, arrangement and display of facts within Content, and in subjective or discretionary information (if any) needed by PROLAB to any Content. You agree not to violate the applicable copyrights or trademarks, if any, protecting the PROLAB Property. You will indemnify PROLAB for any and all costs and expenses (including attorneys' fees) associated with any legal action brought by or against you with respect to the PROLAB Property.

Unauthorized Access of the Site

Unauthorized access of the Site, including by entering or monitoring the Site on any level other than through the Registration/Home Page, is expressly prohibited.

Linking and Framing Prohibited

You will not establish a link between any other website and this Site (or any Content on Site), or permit anyone else to establish such a link, either to the home page or to any other page herein. You will not frame any page or portion of this Site. The creation and/or the facilitation of the creation of links and/or frames to this Site and/or any Content is expressly prohibited and will be grounds for termination of your account.

Links to Third Party Websites

To facilitate your ability to obtain Content, PROLAB may provide links on its Site to Content Providers, as well as other third parties. These links are for purely informational purposes only. Through these links you are permitted to leave the Site. PROLAB has no control over these linked websites and PROLAB is not responsible in any way for the operation, content, practices, or legality of those websites. Accordingly, we do not endorse, approve or hold ourselves responsible for the privacy policies, terms of use or information gathering practices of any site that you may link to and/or from our Site. Thus, our Terms of Use and Privacy Statement do not apply to those linked sites. PROLAB is providing these links solely for the convenience of its Clients and does not approve, endorse or control these links and their content. You hereby waive any claim you might have against PROLAB with respect to these websites. In addition, third parties may provide links to this Site. Again, these links are for purely informational purposes only and PROLAB does not approve, endorse, or control any such site’s content and/or practices or policies.

Disclaimer of Warranties

PROLAB does not warrant or make any representations regarding the operation of the Site, the use, validity, or the results of the use of the materials or Content on this Site, the products or services obtained through this Site or any other websites linked to this Site, or any transactions entered into through this Site. You use any and all Content at your own risk. PROLAB is not responsible for any errors or omissions or for the results obtained from the use of any information, provided on this Site.

While it makes every effort to make sure its Site is always available to you, PROLAB does not guarantee that the Site, software, materials or products will be uninterrupted, timely, secure, or free of errors, or that any defects in the Site, software, materials or products will be corrected.

While it takes reasonable steps to prevent such problems, PROLAB cannot guarantee or warrant that the Content, files, or information available on or for downloading from this Site will be free from infection, viruses, worms, Trojan horses or other codes that manifest contaminating or destructive properties. You understand and agree that any Content, files, or information downloaded or otherwise obtained through the use of this Site is at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such Content, files, or information. PROLAB assumes no responsibility for the deletion of or failure to hold or store e-mail messages.

THE SITE AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PROLAB MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SITE OR THE CONTENT, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND PROLAB SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. Check your state law.

Limitation of Liability

IN NO EVENT SHALL PROLAB, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, BUSINESS PARTNERS, CUSTOMERS AND ANY OTHER AUTHORIZED AGENT OR REPRESENTATIVE OF PROLAB HAVE ANY LIABILITY FOR ANY CLAIM, LOSS OR INJURY, INCLUDING WITHOUT LIMITATION AN INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO PROLAB'S SERVICE, THE USE OR THE INABILITY TO USE THE SITE AND/OR ANY CONTENT, ANY CONTENT OR OTHER GOODS OR SERVICES PURCHASED, LICENSED, OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO BY MEANS OF OR THROUGH THE SITE, THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY USER CONTENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF ANY NEGLIGENCE OF PROLAB OR ANY OF ITS AFFILIATES OR AGENTS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OR ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Release, Waiver and Covenant Not to Sue

To the fullest extent allowed by law, you hereby release and discharge PROLAB, its affiliates, officers, directors, shareholders, employees, business partners, customers and any other authorized agent or representative of PROLAB, from any and all liability associated with your use of the Site. This release shall apply to any and all claims, whether known or unknown, held by you.

With respect to the releases contained herein, the parties agree that this release fully and finally releases and forever resolves the actions and liabilities released herein, and each party hereby waive all benefits under Section 1542 of the California Civil Code, as well as under any other statutes or common law principles of similar effect. Each party acknowledges having read and understood Section 1542, which states as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT 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."

You hereby also agree and covenant not to sue, and expressly waives any and all claims against, PROLAB for any claim that is released hereunder or for an amount in excess of the limitation of liability provided in this Agreement.

Indemnity

You agree to indemnify, defend, and hold PROLAB, its parents, subsidiaries, affiliates, officers, directors, employees, and agents harmless, at your sole expense, from and against any claim, action, legal proceeding, damages, liability, settlements, expenses (including reasonably attorneys' fees) and other costs arising out of or relating to (i) your breach of these Terms of Use or the documents it incorporates by reference; (ii) your negligence or misconduct; or (iii) a claim that your use of any Content infringes the copyright, trademark, trade secret, patent or other proprietary right of a third party. PROLAB may, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by PROLAB, however, shall not excuse any of your indemnity obligations.

Termination/Cancellation/Modification

PROLAB may terminate this Agreement, with or without cause, at any time, without notice, and without penalty. The following provisions shall survive any termination of this Agreement: Permitted Use/Proprietary Rights; Unauthorized Access of Site; Linking and Framing Prohibited; Disclaimer of Warranties; Limitation of Liability; Release, Waiver and Covenant Not to Sue; Indemnity; and, Governing Law and Jurisdiction.

PROLAB may change the Terms of Use at any time without notice by posting the changes on our Site. All changes shall automatically be effective 30 days after they are initially posted on our Site.

Governing Law and Jurisdiction

These Terms of Use shall be governed by and construed under the laws of the State of California without reference to conflict of laws principles. These Terms of Use are deemed entered into in Los Angeles County, California. All disputes arising out of or related to these Terms of Use, the services, or Site shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

Entire Agreement

This is the entire agreement between the parties relating to the subject matter hereof and no waiver or modification of these Terms of Use shall be valid unless in writing and accepted by each party. The waiver of breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

THE USE OF THE CONTENT AVAILABLE THROUGH THIS SITE IS SUBJECT TO THE FOREGOING TERMS OF USE. BY SUBMITTING INFORMATION TO, OR ACCESSING INFORMATION FROM, THE SITE, YOU AGREE TO THE FOREGOING TERMS OF USE, NOTWITHSTANDING ANY LICENSE AGREEMENTS INTO WHICH YOU MAY SEPARATELY ENTER. THESE TERMS OF USE ARE A LEGAL AGREEMENT BETWEEN YOU AND PROLAB. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT SUBMIT INFORMATION TO, OR ACCESS INFORMATION FROM, THE SITE.

The Terms of Use (as changed from time to time as provided herein) shall apply to each time you visit Site.

Last Updated - March 1, 2007.