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Website Terms of Use
This website/mobile application ("HistoCyte Site") is owned and operated by HistoCyte Laboratories Ltd. ("HCL" or "we"). When you use this HistoCyte Site, you accept these Terms and Conditions. We may modify these Terms and Conditions from time to time. By continuing to use any HCL Site after we post any such modifications, you accept the modified Terms and Conditions.
1. Use of HCL Sites
You certify that the information you provide on this HCL Site is accurate and complete. You may not engage in the following activities on any HCL Site:

•  Violating or attempting to violate the security of the HCL Site;
•  Using any device, software, routine, or other mechanism to interfere or attempt to interfere with the proper working of any HCL Site;
•  Using or attempting to use any engine, software, tool, agent, other device or mechanism other than the search mechanism(s) provided by HCL or authorized third party web browsers to navigate or search the HCL Sites; or

Any unauthorized use of the HCL Site will terminate the permission or license granted by these Terms and Conditions, and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications laws and rules. All violators will be prosecuted to the fullest extent of the law.

2. Orders, billing and pricing
For information on how to place an order, please email sales@histocyte.com.
3. Information provided on the HCL Site
HCL may post a variety of material on this HCL Site including without limitation, merchandise information, product descriptions, reviews, and comments, (collectively, "Materials"). The Materials that appear on this HCL Site are for educational and informational purposes only. Despite our efforts to provide useful and accurate information, errors may appear from time to time. Before you act on information you have found on any HCL Site, you should confirm any facts that are important to your decision. HCL and its information providers make no warranty as to the reliability, accuracy, timeliness, usefulness, or completeness of the information on this HCL Site. Product information contained on the HCL Sites may be different from information contained on the product materials due to manufacturing or other changes.

HCL, ITS AFFILIATES, AND AGENTS ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE MATERIALS LOCATED ON ANY HCL SITE.

4. Intellectual Property
All copyrights, trademarks, trade dress, other intellectual property and materials, including page headers, images, text, illustrations, formats, logos, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials (collectively, the "IP") are owned, controlled or licensed by HCL, its affiliates, or third parties who have licensed their materials to HCL and are protected by U.K. and international trademark and copyright laws.

You may access, view, download, and print the IP and all other materials displayed on the HCL Sites for your personal, non-commercial use only; provided, however, that you (1) retain all copyright, trademark or other proprietary designations contained on all IP; (2) do not modify or alter the IP in any way; and (3) do not provide or make available the IP to any third party in a commercial manner. No license, right, title, or interest in any materials or software is transferred to you as a result of your use of the HCL Sites or your accessing, viewing, downloading, or printing of the IP. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the IP, the HCL Site or any related software.

All software used on the HCL Site is the property of HCL or its suppliers and protected by U.K. and international copyright laws. The IP and software on the HCL Sites may be used only as a resource for learning more about the HCL products and services. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the IP on this Site is strictly prohibited. The compilation (meaning the collection, arrangement, and assembly) of all IP on the HCL Sites is the exclusive property of HCL, and is also protected by U.K. and international copyright laws.

You may contact us at info@histocyte.com if you wish to request a use license for any HCL Site material. HCL reserves the right to grant or deny commercial use license requests in its sole discretion.

5. Copyright
If you believe any Content or any other aspect of the HCL Site infringes your copyright, you must send written notice of copyright infringement to our designated copyright agent at the address given below. Your notice must include the following information:

•  A description of the copyrighted work that you claim has been infringed;
•  A description of where the material that you claim is infringing is located on the HCL Site;
•  Your address, telephone number and email address;
•  A statement by you that you have a good-faith belief that the disputed use is not authorised by the copyright owner, its agent or the law;
•  A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the owner of the copyright at issue or are authorized to act on the copyright owner's behalf; and
•  An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright at issue.

Our designated person for notice of claims of copyright infringement on the HCL Site may be reached at the following address:

Colin Tristram
HistoCyte Laboratories Ltd
Herschel Annex
Newcastle University
Newcastle upon Tyne
NE1 7RU
colin.tristram@histocyte.com

6. Privacy
You acknowledge that any personal information that you provide to the HCL Site will be used by HCL in accordance with HCL's Privacy Policy at http://www.histocyte.com/images/pdf/HCL-F-0076_HCL_Privacy Policy Issue 1.pdf. The terms of HCL's Privacy Policy are incorporated herein by this reference.
7. Indemnification
You agree to defend, indemnify, and hold harmless HCL and its affiliates from and against any and all claims, damages, costs, and expenses, including attorneys' fees, arising from or related to your use of the HCL Site content or any breach by you of these Terms and Conditions.
8. Termination
These Terms and Conditions are effective unless and until terminated by either you or HCL. You may terminate these Terms and Conditions at any time, provided that you discontinue any further use of the HCL Sites.

HCL also may terminate these Terms and Conditions at any time and may do so immediately without notice, and accordingly deny you access to the HCL Site, if in HCL's sole discretion you fail to comply with any term or provision of these Terms and Conditions. Upon any termination of these Terms and Conditions by either you or HCL, you must promptly destroy all materials downloaded or otherwise obtained from the HCL Site, as well as all copies of such materials, whether made under these Terms and Conditions or otherwise. The following sections shall survive any termination of this Agreement: "Use of the HCL Sites," "Content Submission," "Pricing Information," "Information Provided on HCL Site," "Intellectual Property," "Privacy," "Indemnification," "Termination," "Disclaimer," "Limitation of Liability," and "General."

9. Third party sites
References on a HCL Site to any names, marks, products, or services of third parties, or links to third-party sites or information are not an endorsement, sponsorship, or recommendation of the third party, its information, products, or services. HCL is not responsible for the content of any third party linked site or any link contained in a linked site. Your use of a third-party site linked from a HCL Site is at your own risk and will be governed by such third party's terms and policies.
10. Product and HCL site disclaimer
ALL HCL PRODUCTS ARE INTENDED FOR RESEARCH USE ONLY, AND ARE NOT INTENDED FOR DIAGNOSTIC, THERAPEUTIC, OR IN VIVO USE. HCL will not be liable for any misuse of any HCL product, including but not limited to, the use of any HCL product for any diagnostic, therapeutic, or in vivo use.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE HCL SITE, AND OF ANY CONTENT, INFORMATION, ADVICE, SERVICES, PRODUCTS, AND OTHER MATERIALS CONTAINED IN OR DESCRIBED ON THE HCL SITE, IS ENTIRELY AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND/OR USE OF THE HCL SITE, AND ALL OTHER CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE HCL SITE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION AND CONTENT ACCESSIBLE VIA THE HCL SITE IS ACCURATE, COMPLETE OR CURRENT, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USE OF, INABILITY TO USE, OR RELIANCE ON ANY ELEMENT OF THE HCL SITE, INCLUDING BUT NOT LIMITED TO CONTENT FROM USERS AND ANY OTHER CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE HCL SITE. FURTHER, WE MAKE NO REPRESENTATIONS AND WARRANTIES THAT THE HCL SITE OR THE CONTENT WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM US OR THE HCL SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

11. Limitation of liability
IN NO EVENT SHALL HCL OR ITS AFFILIATES, OR THE SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY OF THE FOREGOING, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, UNAVAILABILITY OF, INABILITY TO USE, OR IMPROPER USE OF THE HCL SITE, INCLUDING BUT NOT LIMITED TO ANY CONTENT FROM ANY USER, REVIEWS, ADVICE, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE HCL SITE, OR THE DISCLOSURE OR MISUSE OF ANY USER'S PERSONAL INFORMATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IN ANY EVENT, HCL'S TOTAL MAXIMUM LIABILITY IN RESPECT OF THE HCL SITE OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO THE CONTENT FROM ANY USERS, REVIEWS, ADVICE, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE HCL SITE, IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100.00). THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
12. General
These Terms and Conditions represent the complete agreement between the parties with respect to the use of the HCL Site, and supersede all prior agreements and representations. Headings used in this these Terms and Conditions are for reference purposes only and in no way define or limit the scope of the section. If any provision of these Terms and Conditions is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the other terms of these Terms and Conditions shall remain in full force and effect. The failure of HCL to act with respect to a breach of these Terms and Conditions by you or others does not constitute a waiver and shall not limit HCL's rights with respect to such breach or any subsequent breaches. These terms of use will be governed by and construed in accordance with English law, and any disputes relating to these terms of use will be subject to the non-exclusive jurisdiction of the courts of England and Wales.