Terms

Terms of Use

1. Your Acceptance

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE.  Wafergen, Inc. (“Wafergen,” “we,” “our,” “us”) provides this web site www.wafergen.com (the “Website”) subject to your compliance with the terms and conditions set forth in these Terms of Use.  These Terms of Use govern the relationship between Wafergen and you, the Website visitor or user (“you,” “your”) with respect to your use of the Website.  It is important that you read carefully and understand these Terms of Use.  BY USING AND/OR VISITING THE WEBSITE, YOU SIGNIFY YOUR ASSENT TO BOTH THESE TERMS OF USE AND THE TERMS AND CONDITIONS OF WAFERGEN’S PRIVACY POLICY, WHICH ARE PUBLISHED HERE, AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, please do not use the Website.

We reserve the right at any time to:

  • Change the terms and conditions of these Terms of Use; or
  • Change the Website, including eliminating or discontinuing any information or feature of the Website

Any changes we make will be effective immediately upon notice, which we may provide by means including, without limitation, posting the new or revised terms on the Website.  Your continued use of the Website following such changes will be deemed acceptance of such changes.  Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms of Use.

2. Wafergen Website

These Terms of Use apply to all users of the Website.  The Website may contain links to third party websites that may or may not be owned or controlled by Wafergen.  Wafergen is providing these links to you only as a convenience.  Wafergen has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Wafergen will not and cannot censor or edit the content of any third-party site and the fact that Wafergen offers such links does not indicate any approval or endorsement of any material contained on any linked site.  By using the Website, you expressly relieve Wafergen from any and all liability arising from your use of any third-party website, including with respect to the privacy or other practices at such sites. Accordingly, we encourage you to be aware when you leave the Website, and to read the terms and conditions and privacy policy of each other website that you visit. Further, it is up to you to take precautions to ensure that whatever links you select or software you download is free of such items as viruses, worms, trojan horses, defects, date bombs, time bombs and other items of a destructive nature.

The Website may contain mention of third-party products and services for informational purposes.  Wafergen makes no recommendations or endorsements about third-party products and services.  References to third-party services and products are provided by Wafergen “AS IS,” without warranty of any kind, either express or implied, or statutory, including, but without limitation, the implied warranties of noninfringement of third party rights, merchantability, and fitness for a particular purpose.

3. Website Access

Wafergen hereby grants you permission to use the Website, provided that: (i) your use of the Website as permitted is solely for your personal, noncommercial use; (ii) you will not copy or any part of the Website in any medium without Wafergen’s prior written authorization; (iii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; (iv) you meet the minimum age requirement of 13; and (v) you will otherwise comply with the terms and conditions of these Terms of Use.

4. Copyright

The content on the Website, including without limitation the information, text, graphics, photos, and the like (collectively, the “Content”), is owned by or licensed to Wafergen, subject to copyright and other intellectual property rights under United States Copyright Act, foreign laws, and international conventions.  Wafergen reserves all rights not expressly granted in and to the Website and the Content.  Other than as expressly permitted, you may not engage in the unauthorized use, copying, or distribution of any of the Content.  If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein.  You may not otherwise reproduce, display, publicly perform, or distribute the Content in any way for any public or commercial purpose.

5. Trademarks

The trademarks, service marks and logos contained on the Website or in the Content, are the intellectual property of Wafergen, it owners/operators, affiliates, and/or licensors, and are protected by the Trademark Laws of the United States and other jurisdictions.  Content is provided to you AS IS for your information and personal use only, and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Nothing on the Website shall be construed as conferring any license under any Wafergen trademark or other intellectual property rights.

It is noted here that Affymetrix, Inc. has no affiliation with the SmartChip MyDesign Chip.

6. Use of Website

In connection with your use of the Website, you agree that you will not: restrict or inhibit any other visitor from using the Website, including, without limitation, by means of “hacking” or defacing any portion of the Website; use the Website for any unlawful purpose; modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Website; remove any copyright, trademark or other proprietary rights notices contained in the Website; “Frame” or “mirror” any part of the Website without our prior written authorization; or use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents.

While using the Website, you agree to comply with all applicable laws, rules and regulations.

7. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. THE WEBSITE AND ANY CONTENT OR MATERIALS ON THE WEBSITE (INCLUDING USER SUBMISSIONS) ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WAFERGEN, ITS OWNERS/OPERATORS AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. WAFERGEN MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WAFERGEN SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (I) ANY FAILURE OF ANOTHER USER TO THE WEBSITE TO CONFORM TO THESE TERMS OF USE, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, INCLUDING ANY CLAIM, CAUSE OF ACTION, OBLIGATION, LIABILITY, RIGHT, OR REMEDY WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF WAFERGEN, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE ON THE WEBSITE.
IN ADDITION TO HISTORICAL INFORMATION CONTAINED HEREIN, THE WEBSITE MAY CONTAIN PREDICTIONS AND OTHER FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES, INCLUDING (A) STATEMENTS CONCERNING WAFERGEN’S EXPECTED FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CAPITAL REQUIREMENTS, (B) THE IMPACT OF COMPETITION AND TECHNOLOGICAL CHANGES, (C) WHETHER POTENTIAL NEW PRODUCTS WILL BE SUCCESSFULLY DEVELOPED OR GAIN MARKET ACCEPTANCE, (D) THE DOMESTIC AND INTERNATIONAL REGULATORY ENVIRONMENT AND THE POTENTIAL IMPACT OF REGULATORY CHANGES, UNCERTAINTIES OR DELAYS, (E) POTENTIAL CONTRACT DISPUTES OR CONFLICTS REGARDING INTELLECTUAL PROPERTY RIGHTS, (F) THE OUTCOME OF ANY LITIGATION IN WHICH WAFERGEN IS INVOLVED AND THE POTENTIAL IMPACT OF LITIGATION ON WAFERGEN’S BUSINESS, AND (G) OTHER RISKS DETAILED IN WAFERGEN’S ANNUAL REPORT ON FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q AND OTHER SEC FILINGS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED. WAFERGEN HEREBY DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.

8. Limitation of Liability

IN NO EVENT SHALL WAFERGEN, ITS OWNERS/OPERATORS AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER FOR ANY REASON ARISING FROM OR OTHERWISE IN CONNECTION WITH YOUR USE OF THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WAFERGEN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

9. Indemnity

You agree to defend, indemnify and hold harmless Wafergen, its owners/operators and affiliates and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website; (ii) your violation of any terms or conditions contained in these Terms of Use; and (iii) your violation of any third party right, including without limitation any Intellectual Property or other rights.  This defense and indemnification obligation will survive this Agreement and your use of the Website.

10. Jurisdictional Issues

The Website is solely directed to individuals residing in the United States.  You agree that: (i) the Website shall be deemed solely based in California; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Wafergen, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Wafergen that arises in whole or in part from the Website shall be decided exclusively by a court of competent jurisdiction located in San Francisco, California.
We make no representation that any materials or content (including User Submissions) available on or through the Website are appropriate or available for use in other locations.  Those who choose to access the Website from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. We reserve the right to limit the availability of the Website and/or any content (including User Submissions) to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, program, film or other product that we provide.

11. General

We reserve the right to immediately terminate these Terms of Use, and/or your access to and use of the Website or any portion thereof, at any time and for any reason, with or without cause.  Upon termination of these Terms of Use, your right to use the Website shall immediately cease, and you shall destroy all material and content obtained from the Website and all copies thereof, whether made under the terms of these Terms of Use or otherwise.  These Terms of Use, together with the Privacy Policy and any other legal notices published by Wafergen on the Website, shall constitute the entire agreement between you and Wafergen concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Wafergen’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.