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Updated March 2014

Scope

These Terms and Conditions of Use (the “Terms”) apply to any and all websites (the “Sites”) run by Helena Biosciences Europe, whether hosted at www.helena-biosciences.com, or under any other domain name, irrespective of whether having been arrived at via a link (“URL”) supplied by Helena Biosciences Europe or any other party. All Helena Biosciences Europe Sites are the sole property of Helena Laboratories (UK) Limited trading as Helena Biosciences Europe. By using these Sites, you agree to these Terms; if you do not agree, you must not visit, use or otherwise access any of our Sites.

Restrictions

Certain portions of the Sites including, but not specifically limited to, the secure myHelena section located at www.helena-biosciences.com/myhelena (“myHelena”) are designed to facilitate strictly limited access and are not intended to be visible to guests of the Sites who have not previously registered and been approved by Helena Biosciences Europe as trusted customers or partners. Any and all information found within the myHelena sections are explicity confidential and it is a key requirement of your use of these Sites that you will under no circumstances re-publish, re-distribute or extract any content at all from the Sites without the express permission of Helena Biosciences Europe.

Changes to the Terms

Helena Biosciences Europe reserves the right, at its sole discretion, to change, remove or add to any of these Terms, without warning. Such changes will not be announced other than by way of updating this web page, and it is your responsibility to check these Terms for changes to the Terms before making use of any of our websites. Your continued use of the Site will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Helena Biosciences Europe grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Liability

These Sites are provided by Helena Biosciences Europe for the support and education of our customers and trusted partners in the selection, purchase, use and maintenance of Helena Biosciences Europe products, consumables and services and those of our trusted partners where specified. Helena Biosciences Europe make no warranty as to the applicability of any of the information in the Sites to other products, consumables and services.

Whilst the information found on the Sites has been carefully checked for accuracy by Helena Biosciences, no warranty as to the accuracy, completeness or fitness for any purpose of said information is made. Helena Biosciences Europe stress that we are in not in any way responsible for any use or mis-use of electronic or mechanical systems, equipment, consumables, software or services which arises from your use of the Sites, and that operational, interpretation, diagnosis and all clinical decisions related to Helena Biosciences Europe products, consumables and services and the clinical output or results derived from the use of said products, consumables and services, whether arrived at with the help of Helena Biosciences Europe, these Sites or any information contained therein, our staff, distributors, trusted partners and customers or not, are strictly the responsibility of the clinician or technician employed to operate said products, consumables and services. It is the explicit responsibility of the user of any Helena Biosciences Europe products or services to ensure that they are competent in the use of said products or services, and all clinical, financial and legal consequences of the use or mis-use of said products and services, including but not limited to diagnosis or misdiagnosis leading to the exacerbation of disease states or the death of patients are the sole responsibility of the user of said products and services. Helena Biosciences Europe products, services and Sites are subject to a policy of continuous improvement, and we reserve the right to amend, add or remove from view any information contained within the Sites at any time without warning.

Helena Biosciences Europe grants you permission for the storage of personal and commercial information and data (including, but not limited to, training records, certificates, files and documents) within our Sites, but make no warranty as to the ongoing maintenance of said information and data, and you should as a matter of good practice ensure that you have retained personal copies of said information and data where possible. Helena Biosciences Europe reserve the right to remove from public view and to delete from our servers any or all of said information and data at any time.

Conduct

Your continued acceptance as a user of the Sites is subject to your understanding that you shall refrain from defacing, injuring, making public criticism or in any other way damaging the commercial and reputational interests of Helena Biosciences Europe, our intellectual properties, services, products and staff, whether said defacement, injury, criticism or other act is carried out through the use of the Sites, or by any other means, including but not limited to, publication, transmission or copying of specifications, the results or conclusions of operational evaluations or assessments, marketing or support materials relating to any Helena Biosciences Europe products, consumables or services, or the confidential views of, or conversations with, any Helena Biosciences staff members, customers, distributors or trusted partners, whether acquired or enacted through verbal, written or electronic means of any kind, irrespective of whether the confidentiality of said items was expressly indicated. Helena Biosciences Europe reserve the right to immediately and without warning terminate your right to the use of the Sites, and to seek appropriate remedy via any means including but not limited to the Civil or Criminal Courts should these Terms be breached.

Ownership

All pages, text, graphics, files and software code and design elements (the “Content“) are the sole property of Helena Biosciencs Europe, and are protected by applicable copyright, patent and trademark laws. Except where a clear mechanism for such reproduction is employed, no part of the Sites may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any purpose whatsoever, without Helena Biosciences Europe's clear written consent gained in advance. Such clear mechanisms include the limited download of product and technical support documentation files, software updates, but Helena Biosciences Europe's ownership rights to these items should be assumed to be identical to those of the Sites. Use of these items is under the provision that you shall not modify or further distribute them in any way, either in whole or in part, including transmitting via email or any other communication system any portion of the items, re-use in any non-Helena Biosciences Europe document or file (“cutting and pasting”) or re-distributing them via online bulletin boards, social network sites or any other online services.

Your Use of the Site

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, programme, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Helena Biosciences Europe reserves the right to bar any such activity.

You may not attempt to gain unauthorised access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Helena Biosciences Europe server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Helena Biosciences Europe, including any Helena Biosciences Europe account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Helena Biosciences Europe’s systems or networks, or any systems or networks connected to the Site or to Helena Biosciences Europe.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Helena Biosciences Europe on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Helena Biosciences Europe or others.

Accounts, Passwords and Security

You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify Helena Biosciences Europe immediately of any unauthorised use of your account or password, or any other breach of security. However, you may be held liable for losses incurred by Helena Biosciences Europe or any other user of or visitor to the Site due to someone else using your password or account.

You may not use anyone else’s password or account at any time without the express permission and consent of the holder of that password or account. Helena Biosciences Europe cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Privacy

You acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Links to Other Sites and to the Helena Biosciences Europe Site

This Site may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Helena Biosciences Europe’s control, and Helena Biosciences Europe is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgement regarding your interaction with these Linked Sites.

Disclaimers

Helena Biosciences Europe DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. Helena Biosciences Europe CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. Helena Biosciences Europe DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Helena Biosciences Europe DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY Helena Biosciences Europe SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST Helena Biosciences Europe FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorised access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Helena Biosciences Europe reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability

Except where prohibited by law, in no event will Helena Biosciences Europe be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Helena Biosciences Europe has been advised of the possibility of such damages.

Indemnity

You agree to indemnify and hold Helena Biosciences Europe, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Helena Biosciences Europe by any third party due to or arising out of or in connection with your use of the Site.

Violation of These Terms of Use

Helena Biosciences Europe may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Helena Biosciences Europe’s rights or property, or the rights or property of visitors to or users of the Site, including Helena Biosciences Europe’s customers. Helena Biosciences Europe reserves the right at all times to disclose any information that Helena Biosciences Europe deems necessary to comply with any applicable law, regulation, legal process or governmental request. Helena Biosciences Europe also may disclose your information when Helena Biosciences Europe determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organisations for fraud protection purposes.

You acknowledge and agree that Helena Biosciences Europe may preserve any transmittal or communication by you with Helena Biosciences Europe through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Helena Biosciences Europe determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Helena Biosciences Europe, its employees, users of or visitors to the Site, and the public.

You agree that Helena Biosciences Europe may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Helena Biosciences Europe, for which monetary damages would be inadequate, and you consent to Helena Biosciences Europe obtaining any injunctive or equitable relief that Helena Biosciences Europe deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Helena Biosciences Europe may have at law or in equity.

You agree that Helena Biosciences Europe may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If Helena Biosciences Europe does take any legal action against you as a result of your violation of these Terms of Use, Helena Biosciences Europe will be entitled to recover from you, and you agree to pay, all reasonable legal fees and costs of such action, in addition to any other relief granted to Helena Biosciences Europe. You agree that Helena Biosciences Europe will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by English law without regard to its conflicts of laws provisions. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Helena Biosciences Europe and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Void Where Prohibited

Helena Biosciences Europe administers and operates the www.helena-biosciences.com Site from its headquarters in the United Kingdom; other Helena Biosciences Europe sites may be administered and operated from various locations outside the United Kingdom. Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United Kingdom. Helena Biosciences Europe reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside the United Kingdom, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Miscellaneous

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United Kingdom export laws and regulations.

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and Helena Biosciences Europe with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and Helena Biosciences Europe with respect to such use are hereby superseded and cancelled. Helena Biosciences Europe will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. Helena Biosciences Europe’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Helena Biosciences Europe of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Helena Biosciences Europe and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Helena Biosciences Europe provides access to Helena Biosciences Europe international data and, therefore, may contain references or cross references to Helena Biosciences Europe products, programmes and services that are not announced in your country. Such reference does not imply that Helena Biosciences Europe in your country intends to announce such products, programmes or services.

Feedback and Information

Any feedback you provide at this site shall be deemed to be non-confidential. Helena Biosciences Europe shall be free to use such information on an unrestricted basis.

The information contained in this web site is subject to change without notice.
Copyright © 1997-2014 Helena Biosciences Europe. All rights reserved.

Helena Biosciences Europe

Queensway South, Team Valley Trading Estate, Gateshead, Tyne and Wear, NE11 0SD.
United Kingdom

Updated by Helena Biosciences Europe on 12th March 2014.