Thank you for visiting this website (“Website”) of RPRD Diagnostics, LLC, a Wisconsin limited liability company (Right Person Right Drug) (“RPRD”) and welcome to RPRD’s Terms and Conditions (this “Agreement”). This Website is the property of RPRD and is maintained and made available to the public for the purpose of offering to those who are interested in RPRD and its business a convenient way to find relevant information, such as RPRD’s latest news releases and RPRD’s contact information.

These terms and conditions shall also govern the purchase by a customer (“Customer”) from RPRD of pharmacogenetics testing and analysis services (“Services”). All current and future purchases from RPRD by Customer of Services shall be subject to these terms. Submitted orders or Purchase Orders by Customer may not be canceled by Customer.

Your access to, browsing and/or use of this Website are subject to the following Terms and Conditions, this Website’s Privacy Policy, any other terms, conditions or guidelines set out elsewhere in this Website, as well as all applicable laws, rules and regulations, including but not limited to laws regarding trademarks, copyrights, rights of privacy and publicity, defamation, and Export Controls laws. By using this Website, you accept and agree to be bound by the above and the following Terms and Conditions.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THIS WEBSITE.

CONTENT AND ACCURACY OF INFORMATION.

While RPRD takes reasonable steps to ensure that the information, images, text or links (the “Information”) contained in this Website are accurate and complete, RPRD makes no representations or warranties as to the completeness or accuracy of the Information. RPRD hereby disclaims any and all liability for any omissions or errors in or to the Information or the content of this Website generally.

PROPRIETARY RIGHTS.

Unless otherwise stated or indicated, all text, software programs available on or through this Website, and other content included on this Website (“Content”), including trademarks (registered and unregistered), graphics, photographs, images, logos and service marks (collectively, the “Marks”) and the selection, arrangement and “look and feel” of the Marks and other Content is the property of RPRD or the property of third parties who have granted RPRD permission to use such Content on this Website.

PRICE.

The price(s) for the Services provided to Customer will be those listed on the product quotation or price list provided to Customer and shall expire thirty (30) days from the date thereof (or as specified on the product quotation or price list). If the prices are not listed on the product quotation, or if there is not a product quotation or current price list, then the prices(s) for the Services shall be the then-current prices for Services in effect at the time the order is placed. Except as otherwise agreed to in writing between RPRD and Customer, all prices shall exclude shipping costs, insurance, freight, taxes, fees, import licenses, duties and levies, which shall be payable by and be the responsibility of the Customer. As appropriate, Customer shall provide RPRD with a tax exemption certificate acceptable to the taxing authorities.

PAYMENT.

Except as otherwise agreed to in writing by RPRD payment shall be made, in U.S. Dollars, in full within thirty (30) days of the date of RPRD’s invoice to Customer. The due date for said payments are not subject to Customer’s inspection or acceptance of the Services. Late payments shall incur a charge at the rate of one and one-half percent (1.5%) per month, or the maximum allowed by law, whichever is less.

INSURANCE.

RPRD does not currently submit or process insurance paperwork or claims on behalf of its clients and does not guarantee that Services will be reimbursed by an insurance provider. It is the sole responsibility of Customer to contact an insurance provider for the purpose of obtaining any reimbursement.

CUSTOMER OBLIGATIONS.
Customer shall provide patient samples of sufficient quality and in a format acceptable for use in Services.

CONFIDENTIALITY.
Customer will keep all Services confidential. Such confidentiality will not apply to Purchased Services. The terms, conditions and pricing of the agreement between the parties will remain confidential.

INTELLECTUAL PROPERTY RIGHTS / USE RESTRICTIONS / LIMITED LICENSE.

OWNERSHIP. RPRD shall own all intellectual property rights in any Services (“RPRD IP”).

EXCLUSIVITY. None. However, any specific Services purchased by Customer (“Purchased Services”), will not be provided or disclosed by RPRD to any other party.

LICENSE TO CUSTOMER. Upon payment to RPRD for Purchased Services, RPRD grants to Customer an exclusive, perpetual, royalty-free license to make, have made, use and sell the Purchased Deliverables under RPRD IP. Customer shall have no right to sue under the RPRD IP.

FORCE MAJEURE.

RPRD shall not be responsible for delays in the delivery of any Services, or failure to deliver such Services, and reserves the right to cancel or delay any order or contract for Services, if such delay or failure is due to causes beyond its reasonable control, including without limitation, shortages of supplies due to unforeseen conditions, orders or actions of government agencies, acts of nature, acts by Customer, fires, strikes, or other labor difficulties, wars, hostilities or terrorist acts, embargoes, equipment breakdown, inability to obtain necessary labor, material or manufacturing facilities due to causes beyond its reasonable control or any other cause beyond its reasonable control. In the event of such delay, and assuming that RPRD chooses not to cancel due to such cause, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

INDEMNIFICATION.

You agree to indemnify and hold harmless RPRD and its affiliates, officers, directors, agents and employees from any claim or demand, including reasonable attorneys’ fees made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party. You also agree to indemnify RPRD for any and all damage you may cause RPRD, its business, or its Website due to your interaction with this Website.

NO WARRANTIES.

Services, ALL MATERIALS AND/OR RELATED CONTENT INCLUDED IN Services ARE PROVIDED ON AN “AS IS,” “WHERE IS”, AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. RPRD AND ANY OF ITS AFFILIATES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO Services, ALL MATERIALS AND/OR CONTENT AVAILABLE FOR, THROUGH OR IN CONNECTION WITH Services, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY Customer FROM Services, ANY MATERIALS AND/OR CONTENT AVAILABLE FOR, THROUGH OR IN CONNECTION WITH Services WILL CREATE ANY WARRANTY REGARDING ANY OF THE RPRD ENTITIES, AS DEFINED ABOVE, OR Services THAT IS NOT EXPRESSLY STATED IN THESE TERMS. Customer ASSUMES ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM USE OF OR ACCESS TO Services.

LIMITATIONS OF LIABILITY.

YOUR ACCESSING OR USE OF THIS SITE IS AT YOUR OWN RISK, AND YOU ACKNOWLEDGE AND ACCEPT EVERYTHING ON THIS SITE AS IS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, INFORMATIONAL CONTENT, SYSTEM INTEGRATION OR ACCURACY AND THE EXPRESS WARRANTY OF QUIET ENJOYMENT.

ADDITIONALLY, RPRD ASSUMES NO LIABILITY AND SHALL NOT BE RESPONSIBLE FOR, AND YOU HEREBY ASSUME ALL RISK OF: INTERRUPTION OF SERVICE, ANY LINKAGE TO ANY THIRD PARTY SITES, ANY COMMUNICATIONS WITH ANY THIRD PARTIES, AND ANY DAMAGE TO YOUR COMPUTER OR OTHER PROPERTY RESULTING FROM YOUR ACCESS TO OR USE OF THIS SITE, INCLUDING BUT NOT LIMITED TO ANY DAMAGE RESULTING FROM ANY COMPUTER VIRUSES OR FROM LINKAGE TO ANY THIRD PARTY SITES. RPRD SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THIS WEBSITE (EVEN IF RPRD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING LIABILITY ASSOCIATED WITH ANY VIRUSES, MACROS, OR OTHER DISABLING SOFTWARE THAT MAY INFECT YOUR COMPUTER EQUIPMENT.

FURTHER LIABILITY LIMITATION.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, RPRD SHALL NOT HAVE ANY LIABILITY FOR INCIDENTAL, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER SIMILAR DAMAGES, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF RPRD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER TERM OR IMPLICATION TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL RPRD’S LIABILITY TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER FOR Services TO RPRD.

JURISDICTION / GOVERNING LAW / DISPUTE RESOLUTION AND ARBITRATION.

As a user of this Website, you agree to submit to the laws of the State of Wisconsin, U.S.A. without regard to conflicts of laws principles. Except for any disputes relating to intellectual property rights, obligations, or any infringement claims, any disputes with RPRD arising out of or relating to this Agreement (“Disputes”) shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Milwaukee, Wisconsin, in English, with a written decision stating legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration costs and reasonable documented attorneys’ costs of both parties to be borne by the party that ultimately loses. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction. Any and all other actions brought to enforce this Agreement or resolve any dispute arising out of this Agreement shall be brought solely in the courts having jurisdiction in Milwaukee County, Wisconsin, and you hereby consent to, agree to submit to, and waive any objection, the exclusive personal jurisdiction and venue of such courts including, without limitation, on grounds of forum non conveniens.

COPYRIGHT NOTICE / INTELLECTUAL PROPERTY OWNERSHIP.

It is generally illegal to copy, reproduce or distribute copyrighted information or materials (including photographs) without the consent of the owner of such copyright. Generally, the photographer is the owner of the copyright of a photograph or image. Unless otherwise clearly indicated, you should assume that anything and everything you see or read on this Website is copyrighted and/or protected under trademark laws and may not be used or copied by you, except as explicitly provided in this Website or as otherwise permitted by applicable law notwithstanding any prohibition or limitation provided in this Website, without the express prior written consent of RPRD or the copyright or trademark owner. This prohibition means you may not transmit, mirror, display, publish, sell, license, or otherwise or re-distribute, or modify, create derivative works, or otherwise use any Marks or other Content available on or through this Website without the express prior written permission of RPRD or the copyright or trademark owner. You may download and print text (Content) and images (Marks) from this Website only for your private, non-commercial use, and, for example and not by way of limitation, you may not use any text as meta tags on or hypertext links to other pages or websites on the World Wide Web. Any other use requires the prior written consent of RPRD or the owner of the copyright or other owner. Nothing in this Agreement confers any rights in the Marks or other Content to you that is not explicitly provided in this Agreement.

YOU ALSO REPRESENT THAT YOU ARE THE OWNER OR ARE AUTHORIZED BY THE COPYRIGHT OWNER TO USE ANY COPYRIGHTED MATERIALS SUBMITTED OR PROVIDED BY YOU. UNAUTHORIZED USE MAY BE IN VIOLATION OF THE LAW AND COULD RESULT IN LIABILITY ON YOUR PART.

IMAGES.

Any images contained in or displayed by RPRD on this Website, other than as submitted by you, are the property of RPRD or are used by RPRD with the consent of the copyright holder and persons if any, appearing in such images. Subject to paragraph “COPYRIGHT NOTICE” hereof, the use by you of any such images (or any portions thereof) without the express written consent of RPRD or the copyright holder is prohibited. UNAUTHORIZED USE MAY BE IN VIOLATION OF THE LAW AND COULD RESULT IN LIABILITY ON YOUR PART.

OBSCENE MATERIALS.

You are hereby advised that any images submitted by you are subject to review and examination by RPRD. Any and all images are, of course subject to all applicable laws. Any perceived violations of law will be reported by RPRD to applicable law enforcement authorities. RPRD reserves the right in its sole and absolute discretion to refuse to process or post any materials deemed objectionable by RPRD.

UNSOLICITED IDEAS POLICY STATEMENT.

RPRD and its affiliates have extensive research and development programs and are continuously working on and developing new products and processes, new uses and/or improvements for existing products and processes, new or modified devices, equipment, apparatus, business ventures, marketing plans, and the like. In addition, RPRD and its affiliates have already accumulated a large collection of intellectual property and business and technological ideas.
In order to avoid possible future confusion between RPRD’s ideas and any ideas submitted to RPRD, as well as to avoid restriction of its own research and development program and activities, RPRD maintains a policy not to accept any non-public or otherwise confidential ideas. By submitting an idea to RPRD, you agree that RPRD has no obligation (i) to keep such idea or any submitted materials as confidential, (ii) to study, evaluate, consider or adopt such idea, (iii) to return any submitted materials or (iv) to compensate you or any other party for such idea.

SOFTWARE DOWNLOADING AND EXPORTING.

Any software contained in this Website may only be downloaded by you where expressly authorized in this Website and pursuant to the explicit terms and conditions set forth in these Terms and Conditions or as otherwise provided with such software. All downloaded software must retain all copyright and proprietary notices contained on such software. Additionally, the downloading or exporting of software is subject to all applicable laws, rules and regulations, including but not limited to laws regarding copyrights and U.S. Export Controls laws and regulations prohibiting the exporting of software to certain countries and individuals.

TERMINATION.

RPRD reserves the right, without notice and in its sole discretion, to terminate your ability to use this Website, and to block or prevent future access to and use of this Website. Failure by you to abide by the terms and conditions of this Agreement automatically revokes your authorization to use this Website and its included services, including a termination of any license granted in this Agreement. RPRD reserves the right to seek all remedies available at law and in equity for violations of these terms and conditions, including the right to block access from a particular Internet address to this Website.

LINKS TO THIRD PARTY SITES.

The RPRD website may contain links to third party websites (“Linked Sites”). The Linked Sites are not under the control of RPRD and RPRD does not monitor, review or update, and does not have any control over, any Third Party Content or third party websites, and RPRD is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. RPRD is not responsible for webcasting or any other form of transmission received from any Linked Site nor is RPRD responsible if the Linked Site is not working appropriately. RPRD is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by RPRD of the site or any association with its operators. The Linked Site may contain its own privacy policy governing the collection and use of your information, and RPRD is not responsible for the use of any information submitted to the Linked Sites. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites.
Any dealings with third parties (including advertisers) included within the RPRD website or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. RPRD shall not be responsible or liable for any part of any such dealings or promotions.

REVISIONS AND UPDATES.

The Information is provided by RPRD as a convenience and is subject to change without notice. RPRD may, at any time and from time to time, revise these Terms and Conditions and the content of this Website generally with updates and revisions (the “Updates and Revisions”). You hereby acknowledge and agree that you will be bound by such Update and Revisions regardless of whether or not you have reviewed them. We recommend that you periodically visit this page to review and familiarize yourself with all current Terms and Conditions and review this Website generally to familiarize yourself with any Updates and Revisions.

SEVERABILITY.

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be stricken and the remaining provisions shall be enforced.

ACKNOWLEDGEMENT AND AGREEMENT:

Customer and RPRD agree that the above terms and conditions shall apply to the transfer and/or purchase of any and all Services to and/or by Customer from RPRD effective upon receipt of a purchase order from Customer to RPRD. By submitting a purchase order or accepting a product quotation from RPRD for the Services, Customer accepts and is bound to the above terms and conditions and acceptance of RPRD’s offer for sale of Services may be made only upon the above terms and conditions. These Terms and Conditions may NOT be altered, supplemented, or amended by the use of any other document(s) or by course of dealing or performance or usage of trade. Additional or different terms and conditions contained in any purchase order or other documents generated by, executed by, or sent by Customer either prior to or after these terms and conditions are executed will be null and void and are hereby expressly disclaimed and rejected by RPRD unless, in the case of prior terms and conditions offered by RPRD and agreed to in a writing manually executed and delivered by Customer and RPRD (“Existing Terms”), RPRD notifies Customer in connection with RPRD’s acceptance of Customer’s order that the Existing Terms (in lieu of these terms and conditions) shall apply with respect to Customer’s order. Customer agrees that the terms and conditions of sale above, RPRD’s product quotation, invoice, order confirmation will control and be the sole terms governing the purchase or receipt of the Services by Customer.

CONTACT INFORMATION.

You may direct questions or comments about this Agreement or this Website to RPRD at:
RPRD Diagnostics, LLC
E-mail: INFO@RPRDx.com

© 2019 RPRD Diagnostics, LLC