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Terms of Use

 

Last Updated: May 23, 2018

Welcome to GraphPad Software, LLC (“GraphPad” or “we” or “us”) website hosted at https://www.graphpad.com (“Website” or “site”), software and tools, product support pages, product information and services provided on the Website, and any other affiliate websites or applications related to GraphPad (together, collectively the “Service”).

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER:  THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH THE COMPANY.  PLEASE READ IT CAREFULLY.

Read our Privacy Policy

For information about our data practices, please see our Privacy Policy.  By accessing or using the Site, you agree that we can collect and use your information in accordance with the Privacy Policy.  

General Provisions

GraphPad provides you with software and tools for the scientific community to simplify data analysis, statistics and graphing.  

Content and Accuracy of Information:  We attempt to ensure that information on this Service is complete, accurate and current.  Despite our efforts, the information on this Service may be inaccurate, incomplete or out of date.  We make no representation as to the completeness, accuracy or currentness of any information on this Service.  

Use of Service Content: All materials provided by the Service, including, but not limited to, software, tools, information, images, graphics, logos, sounds, compilations, content and services ("Materials" or “Content”) are protected by and subject to copyright, trademark, patent, trade secret and other laws and are owned or controlled by GraphPad, or their respective partners, vendors, licensors, agents and/or representatives (whether or not such persons are credited as the provider of the Content).  GraphPad reserves all rights in and to the Content not expressly granted to you hereunder. You shall have no rights to the Materials and you shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Service.

None of the Content may be modified, copied, stored, printed, reproduced, distributed, republished, hosted, performed, downloaded, displayed, posted, reposted, transmitted and/or otherwise used in any form or by any means, including but not limited to electronic, mechanical, recording, or other means, without the prior express written permission of GraphPad.  Also, you may not "mirror" or “archive” any Content contained on the Service on any other server without GraphPad’s prior express written permission.

You may not sublicense, assign or transfer any licenses granted by GraphPad, and any attempt at such sublicense, assignment or transfer shall be null and void. You may not otherwise copy, distribute, modify, reverse engineer, or create derivative works of the Materials or Content.

Except where expressly provided otherwise by GraphPad, nothing on the Service shall be construed to confer any license or ownership right in or to the Materials, under any of GraphPad’s intellectual property rights, whether by estoppel, implication, or otherwise.  

Any unauthorized use of any Materials contained on the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or communications regulations and statutes.  It is the Users’ obligation to comply with all applicable state, federal and international laws. Users are responsible for maintaining the confidentiality of their account information and password and for restricting access to such information and to their computer.  Users agree to accept responsibility for all activities that occur under your account or password.

Termination: You or we may suspend or terminate your account or your use of this Service at any time, for any reason or for no reason.  We reserve the right to change, suspend, or discontinue all or any aspect of this Service at any time without notice.

Membership Eligibility

Registration for membership at the Site is subject to the following additional terms and conditions:

Age: GraphPad is available only to, and may only be used by, individuals who are 18 years of age and older, and who can form legally binding contracts under applicable law.  By registering with the Site, you represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. We may, in our sole discretion, refuse to offer access to or use of GraphPad to any person or entity and change the eligibility criteria at any time.  This foregoing is void where prohibited by law and the right to access GraphPad is revoked in such jurisdictions.

Authority: If you are registering as a business entity, university, or organization, you personally guarantee that you have the authority to bind the entity you are acting on behalf of to this Agreement.

Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify GraphPad of any unauthorized use of your password or any breach of security. You also agree that we cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than GraphPad without our express written permission.

Account Information: You must keep your account information, including a valid email address, up-to-date and accurate and up to date at all times.  You may update your account information at https://www.graphpad.com/myaccount/

Account Transfer:  The access rights granted to you under this Agreement are non-transferable without our express written permission. You may not assign or otherwise transfer this Agreement to anyone, including any parent, subsidiaries, affiliated entities or third parties, without our prior written consent, which may be withheld in our reasonable discretion.  Any attempted assignment or other transfer without such consent shall be void, and any such attempt shall be deemed to be a breach of this Agreement. All of our rights and obligations under this Agreement are freely assignable by GraphPad. As used herein, the terms “assignment” and “transfer” shall include (a) any sale or transfer of all or substantially all of your assets, (b) a merger, consolidation or reorganization, and (c) a change in ownership.

Right to Refuse Service: We reserve the right, in our sole discretion, to cancel unconfirmed or inactive accounts. Further, we reserve the right to refuse service to anyone, for any reason, at any time.

Compliance: You agree to abide by our policies as stated in this Agreement and the policy documents listed below (if applicable to your activities on or use of the Site) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by GraphPad, each of which is incorporated herein by reference and each of which may be updated by GraphPad from time to time without notice to you.

NOTICE RELATED TO SOFTWARE

Any software that is available to download is the copyrighted work of GraphPad and/or its third party suppliers.  Use of the Software is governed by the end user license agreement ("License Agreement"), which is included with the Software.  The Software is made available for download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law and may result in severe civil and criminal penalties.

Without limiting the foregoing, copying or reproduction of the Software to any other server or location for further reproduction or redistribution is expressly prohibited, unless such reproduction or redistribution is expressly permitted by the License Agreement accompanying such Software.

LINKS TO THIRD PARTY SITES

The website or application may contain links or have references to websites controlled by parties other than GraphPad.  GraphPad is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party websites.  GraphPad is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by GraphPad of the linked website and/or the content and materials found at the linked website, except as specifically stated otherwise by GraphPad.  It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of an intrusive nature.

LIMITATION OF LIABILITY

IN NO EVENT SHALL GRAPHPAD OR ANY THIRD PARTY PROVIDERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY AND/OR FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS, INCLUDING BUT NOT LIMITED TO THE ACCESSING OR USE OF, OR INABILITY TO USE, THE WEBSITE AND THE SERVICES ASSOCIATED THEREWITH INCLUDING BUT NOT LIMITED TO THE DOWNLOADING OF ANY MATERIALS, SOFTWARE, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE EVENT OF CUSTOMER'S BREACH, OR RELATED TO ITS INDEMNITY OBLIGATIONS.

DISCLAIMER OF WARRANTIES

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY GRAPHPAD, THE MATERIALS ON THE WEBSITE ARE PROVIDED "AS IS," AND ARE FOR USE AS CONTRACTED HEREIN.  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, GRAPHPAD AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE WEBSITE, THE MATERIALS, AND THE GOODS AND SERVICES ASSOCIATED THEREWITH INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF GOODS AND SERVICES EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. GRAPHPAD AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS, GUARANTIES OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE AND THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED WITH THE WEBSITE, OR THE RESULTS YOU MAY OBTAIN BY ACCESSING OR USING THE WEBSITE AND/OR THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GRAPHPAD AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE WEBSITE OR MATERIALS WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS; OR (C) THE GOODS, SERVICES, MATERIALS, OR THE SYSTEMS THAT MAKE THE SERVICES AND WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT NEITHER GRAPHPAD NOR ITS THIRD PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE WEBSITE AND SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GRAPHPAD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY GRAPHPAD, THE WEBSITE AND THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH ARE PROVIDED TO YOU ON AN "AS IS" BASIS.  GRAPHPAD EXPRESSLY DISCLAIMS ANY WARRANTY RELATED TO THE QUALITY OF GOODS AND/OR SERVICES AND THE PERSONS OR BUSINESSES REFERENCED ON THE WEBSITE. YOU USE THIRD PARTY PROVIDERS AND AFFILIATED SERVICES AT YOUR PERIL AND ASSUME ALL RISKS RELATED TO USE OF SAID THIRD PARTY PROVIDERS AND SERVICES.

YOUR RESPONSIBILITIES

Users will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with your use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which GraphPad controls and operates the Service associated therewith.  

SUBMISSIONS

Except where expressly provided otherwise by GraphPad, all comments, feedback, information and data submitted to GraphPad through, in association with or in regard to the Service ("Submissions") shall be considered non-confidential and non-proprietary.  Except as expressly enumerated in the preceding sentence, by providing such Submissions to GraphPad, you agree to assign to GraphPad, as consideration in exchange for the use of the Service, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Submissions.  You represent that you have the right to grant GraphPad these rights. GraphPad shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose. You acknowledge that you are responsible for the Submissions that you provide, and that you, not GraphPad, have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality and copyright.  

NOTICES

GraphPad may give notice by means of a general notice on the website, app, or by electronic mail to your e-mail address on record in GraphPad’s account information.  All notices shall be deemed to have been given four days after mailing or 36 hours after sending by email or posting to the Website.

Furthermore, GraphPad complies with the Digital Millennium Copyright Act (“DMCA”).  Any notices given pursuant to the DMCA shall be given to the GraphPad designated agent via email at support@graphpad.com or via registered US mail sent return receipt to: DMCA Compliance Agent, GraphPad Software, LLC, 7825 Fay Avenue, Suite 230, La Jolla, CA 92037, USA.

You may give notice to GRAPHPAD at any time by letter sent by registered mail with return receipt to: GraphPad Software, LLC, 7825 Fay Avenue, Suite 230, La Jolla, CA 92037, USA.

RESOLUTION OF DISPUTES – MANDATORY ARBITRATION AND CLASS ACTION WAIVER

We offer the following process to help you resolve a complaint or Dispute (as defined below) that you may have with GRAPHPAD or its Third Party Providers in connection with the use of this Service.  Please read this section carefully. Our Customer Service Department, which you can reach at support@graphpad.com can help you resolve most of your concerns. If our Customer Service Department is unable to resolve your complaint or Dispute, you agree to take the following steps to resolve any Dispute you may have with us.

Step 1. Notice of Dispute

You must first try to resolve any complaint or Dispute with us through our Notice of Dispute process. You begin by submitting a “Notice of Dispute” with any supporting documents or other information by U.S. Mail to:

GRAPHPAD SOFTWARE, LLC

Attention: Notice of Dispute

7825 Fay Avenue, Suite 230
La Jolla, CA 92037
USA

A “Notice of Dispute” is a written form in which you provide your name, address, contact information, email address, the facts regarding your Dispute, and the relief you are requesting from us.  Once we receive your Notice of Dispute, you and we will attempt to resolve any Dispute through informal negotiation within forty-five (45) days from the date the Notice of Dispute is received by us. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or we may initiate an arbitration proceeding or small claims action as described below.

You agree that the term “Dispute” in these Terms of Use will have the broadest meaning possible. It applies to any dispute, action, or other controversy between you and us relating to the Website, the Services, the Terms of Use (or any breach thereof) – whether in contract, warranty, tort, laws or regulation. The term also applies to any dispute over the validity, enforceability, or scope of this arbitration provision.

Step 2: Arbitration

If your Dispute is not resolved to your satisfaction within 45 days from when we received your Notice of Dispute, you and we agree to arbitrate all Disputes between us.  As explained below, you and we also may also have the right to bring an individual action before a Small Claims Court for certain claims. You agree that arbitration or a small claims action will be your sole and exclusive remedy to resolve any dispute with us. The Federal Arbitration Act applies to this Agreement.

 

By agreeing to arbitrate, you are giving up the right to litigate (or participate in as a party or class member) any and all Disputes in a court before a judge or jury (except Small Claims Court). Instead, a neutral arbitrator will resolve all Disputes.

To read more about arbitration, visit www.adr.org. The American Arbitration Association (“AAA”) will conduct any arbitration under its Consumer Arbitration Rules in effect at that time. You can review the Consumer Arbitration Rules here: https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. You may begin an arbitration with us by completing a Demand for Arbitration form, available by clicking here: https://www.adr.org/sites/default/files/Commercial%20Demand%20for%20Arbitration.pdf. The completed form(s) should be returned directly to the AAA. The AAA will assign someone to manage your case. You will be contacted with instructions for continuing the arbitration process. Be sure to keep a copy of everything you send to the administrator of your arbitration or us.  If, for any reason, the AAA is unavailable, the parties shall mutually select another arbitration forum which will be governed by the AAA Consumer Arbitration Rules. The AAA rules will determine whether the arbitration will take place through written submissions by you and us, by telephone, or in person.

Class Action Waiver

Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

Costs

If you initiate an arbitration proceeding with the AAA, we will promptly reimburse you for any standard filing fee you may have been required to pay by the AAA, once you have notified us in writing and provided a copy of the arbitration demand. However, if we are the prevailing party in the arbitration, we will be entitled to seek and recover our attorneys’ fees and costs, subject to the arbitrator’s determination and applicable law.

Small Claims Option

You may also litigate any Dispute in Small Claims Court in the County of Los Angeles, California, if the Dispute meets all requirements to be heard in the small claims court. You can learn more about the Small Claims Court in the County of Los Angeles by clicking here: http://www.lacourt.org/division/smallclaims/smallclaims.aspx.  However, if you initiate a Small Claims case, you are responsible for all your court costs.

Choice of Law and Forum Selection

You agree that the laws of the State of California govern this agreement and any claim or Dispute or issues arising from it, without regard to California’s conflict of laws rules. Unless you and we agree otherwise, in the event that the Agreement to arbitrate above is found not to apply to you or to a particular claim or Dispute as a result of a decision by the arbitrator or a court order, you agree that any Disputes or claims that you may have against us reside in and will be resolved by a state or federal court located in the County of Los Angeles in the State of California and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

Governing Law & Exclusive Venue

 

Use of the Service and any claim relating to GraphPad shall be governed by the laws of the State of California and litigated in the State of California.  Any disputes, actions, claims or causes of action arising out of or in connection with these Terms of Use or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in California. The choice of law of and exclusive venue in California apply to you regardless of where you are accessing the Website from even if you are accessing the Website from outside of the United States of America.  

The Terms of Use (together with the Privacy Policy) represent the parties' entire understanding relating to the use of the Website and supersedes any prior or contemporaneous, conflicting or additional, communications. GraphPad reserves the right to change these Terms of Use or policies relating to the Service at any time and from time to time, and such changes will be effective upon being posted herein.  You should visit this page from time to time to review the then current Terms of Use because they are binding on you. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages of the Website, which may be posted from time to time. Your continued use of the Service after any such changes and/or postings shall constitute your consent to such changes. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

You may not assign these Terms of Use without the prior written approval of GraphPad.  Any purported assignment in violation of this section shall be void. GraphPad reserves the right to use third party providers in the provision of the Service and/or Materials associated therewith.  In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms of Use, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute.  Any and all rights not expressly granted herein are reserved by GraphPad.