Effective as of March 2019
Terms and Conditions
1.LICENSE GRANT. This Agreement provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferable license to use the Site(s) conditioned on your continued compliance with the terms and conditions of this Agreement. Unless otherwise noted as prohibited, you may print and download information from the Site(s) solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. If you are using the Site(s) on behalf of a business, institution, or other type of entity, please note that such business, institution, or entity may have a separate agreement with COLA that further governs use of the Site(s). Nevertheless, your personal use of the Site(s) will be at a minimum subject to the terms and conditions of this Agreement. The content layout, formatting, and features of and access privileges for the Site(s) shall be as specified by COLA in its sole discretion. You also acknowledge and agree to the following: (i) COLA has the right to control and direct the means, manner, and method by which the Site(s) is provided; (ii) COLA may, from time to time, engage independent contractors, consultants, or subcontractors to aid COLA in providing the Site(s) or use thereof; and (iii) COLA has the right to provide the Site(s) to others.
2.RESTRICTIONS. Notwithstanding the foregoing, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Site(s). Specifically, and by way of illustration and not limitation, you may not separate and use any graphics, photographs, or other audio, visual, or video elements from the accompanying text or material without the prior express written permission of COLA and/or its licensor(s). Moreover, you may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Site(s) or in any way reproduce or circumvent the navigational structure or presentation of the Site(s) to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site(s), (ii) attempt to gain unauthorized access to any portion or feature of the Site(s) or any other systems or networks connected to the Site(s) or to any COLA server or to any of the services offered on or through the Site(s), by hacking, password “mining,” or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Site(s) or any network connected to the Site(s), nor breach the security or authentication measures on the Site(s) or any network connected to the Site(s), (iv) reverse look-up, trace, or seek to trace any information on any other User of or visitor to the Site(s), (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site(s) or COLA’s systems or networks or any systems or networks connected to the Site(s), (vi) use any device, software, or routine to interfere with the proper working of the Site(s) or any transaction conducted on the Site(s), or with any other person’s use of the Site(s), (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to COLA on or through the Site(s), (viii) use the Site(s) or any Forum (as such term is described below) to harvest or collect e-mail addresses or other contact information; or (ix) use the Site(s) in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact COLA.
3.USER OBLIGATIONS. You agree to abide by all applicable local, state, national laws and regulations with respect to your use of the Site(s). By downloading, accessing, or using the Site(s), you also represent and warrant that: (a) you are at least the legal age of majority; (b) you will at all times provide true, accurate, current, and complete information when submitting information to COLA through the Site(s); and (c) you will at all times comply with the terms and conditions of this Agreement. Any breach of the foregoing representations and warranties entitles COLA to immediately terminate this Agreement and/or seek any and all remedies available at law or equity. You also acknowledge and agree that use of the Internet to access the Site(s) is solely at your own risk. While COLA has endeavored to offer secure and reliable Site(s), you should understand that the confidentiality of any communication or material transmitted to/from the Site(s) over the Internet or other form of global communication network cannot be guaranteed. Accordingly, COLA is not responsible for the accuracy, reliability, or security of any information transmitted to or from the Site(s).
4.ADDITIONAL TERMS AND CONDITIONS. Additional notices, terms, and conditions may apply to the purchase of goods, receipt of services, participation in a particular program, event, conference, training, or seminar, user registration with the Site(s), accreditation with COLA, and/or to other specific portions or features of the Site(s). You agree to abide by such other notices, terms, and conditions. If there is a conflict between this Agreement and the notices, terms, and conditions posted for or applicable to a particular program, event, accreditation process, product, or service or to a specific portion of the Site(s), COLA shall resolve the conflict in good faith in its sole discretion, but the latter terms shall generally control with respect to such participation, remittance, or program, service, event, or solution.
6.MOBILE SERVICES. The Site(s) access is available to you via your mobile phone or other mobile (computing) device. Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Site(s). In addition, downloading, installing, or using the Site(s) (or portions thereof) may be prohibited or restricted by your mobile carrier, and not all Site(s) functionality may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Site(s) is available from your mobile devices, what restrictions, if any, may be applicable to your use of the Site(s), and how much the related wireless services or data charges may cost you. Nevertheless, all use of the Site(s) shall be strictly in accordance with this Agreement.
7.DIRECTORY. COLA may make available through the Site(s) an on-line directory of COLA laboratory information (the “COLA Directory”). In addition to any other terms and conditions set forth in this Agreement, you acknowledge and agree that the COLA Directory shall be used only for personal purposes and that any information of the COLA Directory shall not be further published, displayed, or made accessible. Accordingly, unless COLA has provided its prior written consent, you acknowledge and agree that the contents of the COLA Directory may not, in whole or in part, be reproduced, copied, disseminated, entered into a computer database, used as part of or in connection with a mailing list, or otherwise utilized, in any form or manner or by any means inconsistent with this Agreement. COLA makes further representations or warranties regarding any person, laboratory, institution, or entity (or the related information) listed in the COLA Directory, and any information made available through the COLA Directory is provided on an “AS-IS” and “AS-AVAILABLE” basis without warranty of any kind.
8.USER NAME HANDLING POLICY. Registration as a user for access to certain areas of the Site(s) requires both a user name and a password. Only one user can use one user name and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons, institutions, or entities because anyone with knowledge of both your user name and password can gain entry to the restricted portions of the Site(s) and to your account. Accordingly, by using the Site(s), you agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another user’s user name and password. You will immediately notify COLA if you become aware of any loss or theft of your password or any unauthorized use of your user name and password. COLA reserves the right to delete or require a change to a user name or password.
9.POSTINGS. The Site(s) may contain blogs, message boards, comment areas, questionnaires, chat rooms, and other interactive features and functionality where users can share and post information and/or photos, video, or audio. To the extent that the Site(s) contains such communication forums (collectively, “Forums”), you agree that you will not upload, post, display, or transmit any of the following materials on the Site(s)’s Forums:
- anything that interferes with or disrupts the Site(s) or the operation thereof;
- statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way violates the rights of others;
- unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others;
- statements or material that violates other contractual or fiduciary rights, duties, or agreements;
- statements or material that is bigoted, hateful, or racially offensive;
- statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction;
- statements or material that constitutes anti-competitive collaboration and/or antitrust violations;
- statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person;
- statements or material that harms minors;
- statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of COLA;
- statements or material that misrepresents your affiliation with any entity and/or COLA;
- anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personally identifiable information of another individual;
- chain letters or pyramid schemes;
- statements or materials that are deceptive or misleading;
- statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials;
- statements or material that are “off-topic” for a designated Forum; and
- files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Site(s).
10.PERMISSION TO USE POSTINGS. Forums are the resources and property of COLA and/or its licensors and you will not have any proprietary interest in any Forum. Moreover, by submitting content or information of any type (a “Posting”) to a Forum or other portion of the Site(s) or by otherwise using the Site(s) to transmit or display a Posting, you automatically grant COLA a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such content or information (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. You represent that you have all necessary rights to make the Posting available to COLA and a Forum, and you also acknowledge that such Postings are non-confidential for all purposes and that COLA has no control over the extent to which any idea or information may be used by any party or person once it is posted or displayed. Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to appear on the Site(s), COLA has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting. Moreover, COLA assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display, or transmit any confidential or sensitive information.
11.NO PRE-SCREENING OF POSTINGS. COLA is not responsible for screening, policing, editing, or monitoring your or another user’s Postings and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any Posting. Moreover, and except as provided below with respect to COLA’s right and ability to delete or remove a Posting (or any part thereof), COLA does not endorse, oppose, or edit any opinion or information provided by you or another user and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other user. Nevertheless, COLA reserves the right to monitor, delete, or take other action with respect to Postings (or parts thereof) that COLA believes in good faith violate this Agreement and/or are, or are potentially, unlawful or harmful to COLA or its affiliates, volunteers, services, or goodwill. If you violate this Agreement, COLA may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and/or terminate your use of the Site(s). Moreover, it is a policy of COLA to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of Postings that violate these rules regarding acceptable behavior or content, you may contact COLA as provided below.
12.COPYRIGHT; DESIGNATED AGENT FOR NOTIFICATION OF CLAIMS OF INFRINGEMENT. COLA respects the intellectual property of others, and it asks its users to do the same. Accordingly, it is COLA’s policy to respond to a notice of alleged infringement that complies with U.S. Copyright Law, and in particular, the Digital Millennium Copyright Act. Responses may include removing or disabling access to content or material claimed to be the subject of infringing activity and/or terminating your right to access and use the Site(s). But, you acknowledge that you may be liable for damages, including attorneys’ fees and costs, if you materially misrepresent that a work or activity is infringing your rights. If we terminate or suspend a user’s access to or use of the Site(s), COLA will make a good-faith attempt (as warranted) to contact the person who posted the content so that they may make counter notification pursuant to applicable laws. It is COLA’s policy to document all notices of alleged infringement upon which COLA decides to take action. As with all legal notices, a copy of the notice may be sent to one or more third parties who may make such notice available to the public. If you believe that one or more of your works have been copied in a way that constitutes copyright infringement, please provide a written notice of your claim of copyright infringement that is directed to COLA’s designated agent as specified below along with the following information:
- A signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
- A description, in reasonable detail (including any applicable URL address), of the copyrighted work that you claim has been infringed;
- A description, in reasonable detail, of where the material that you claim is infringing is located on the Site(s);
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your written notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Nancy Stratton, CEO
9881 Broken Land Parkway, Suite 200
Columbia MD 21046
14.FEEDBACK. COLA welcomes your feedback and suggestions about COLA’s programs or services or with respect to how to improve the Site(s). By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to COLA, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to COLA and enable COLA to use such feedback. In addition, any feedback received through the Site(s) will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for COLA to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
15.LINKS TO OTHER SITES AND THIRD-PARTY CONTENT. COLA may in its sole discretion feature and/or post the advertisements of third parties on the Site(s) and/or links to certain websites or online social networks (or pages) owned and controlled by third parties (collectively, “Third-Party Sites”). These Third-Party Sites have not necessarily been reviewed by COLA and are owned, controlled and/or maintained solely by third parties over whom COLA exercises no control. In addition, COLA may in its sole discretion provide third-party content on the Site(s) or through social media networks (or pages) owned and controlled by third parties (“Third-Party Content”). Such Third-Party Content has not necessarily been reviewed by COLA and is created, edited, published, maintained and transmitted by third parties over whom COLA has no control. Your correspondence or any other dealings with third parties found on the Site(s) is solely between you and such third party. Accordingly, COLA hereby expressly disclaims and shall not have any liability or responsibility for (a) any Third-Party Content appearing on the Site(s), or (b) the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on Third-Party Sites accessible through links on the Site(s). Moreover, the Third-Party Sites and Third-Party Content do not imply an endorsement with respect to any third party, any content, any website, network, or page, or the products or services provided by any third party.
16.LINKING TO THE SITE(S); THE COLA LOGO. For laboratories that have COLA accreditation, COLA permits text links to the Site(s) and, in particular, by way of the use of a specific COLA logo(s), which may change from time to time in COLA’s sole discretion. Accordingly, pursuant to the terms and conditions of this Agreement, COLA hereby grants to you a personal, revocable, non-transferable, and non-sublicenseable right and license to use the COLA Logo to link to the Site(s) for the sole purpose of enabling navigation to the Site(s) and further, to identify yourself or your entity, laboratory, or institution as accredited by COLA so long as your status with COLA is current and in good standing and only so long as you do not use the COLA Logo in a manner that discredits, tarnishes, harms, or damages COLA, COLA’s programs or services, or COLA’s goodwill. The COLA Logo may not be revised or altered in any way, and must be displayed in the same form as produced by COLA. The COLA Logo must be printed in the official colors or in black/white. However, any links to the Site(s) or any other use of the COLA Logo should not be done in an unlawful manner or in a way that suggests that COLA promotes or otherwise endorses any politician or any products, services, programs, causes, campaigns, Websites, or information unless COLA has provided prior written consent for such promotion or endorsement. Any use of the COLA Logo, as permitted by this Agreement, shall not create or convey any additional rights and shall not suggest or imply a mischaracterization of the relationship with COLA. You acknowledge and agree that this Agreement permits only a limited right to use the COLA Logo and that all other rights in the COLA Logo are hereby reserved by and to COLA. As a condition to this license, you may not frame any link to the Site(s), and you acknowledge and agree that COLA has the right to request samples of use of the COLA Logo in order to ensure compliance with this Agreement. The failure to comply with this Agreement shall result in immediate termination of any right to use the COLA Logo and may result in termination of your accreditation status with COLA.
17.DISCLAIMER. THE SITE(S) IS PROVIDED ON AN “AS-IS” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. COLA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SITE(S) FOR ANY PURPOSE, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. COLA ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE(S) WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS AND/OR NEEDS. THEREFORE, YOU ASSUME THE ENTIRE RISK REGARDING THE QUALITY AND/OR PERFORMANCE OF THE SITE(S).
18.LIMITATION OF LIABILITY. Use of the Site(s) is at your sole risk. You expressly absolve and release COLA from any claim of harm resulting from a cause beyond COLA’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COLA BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE(S), WITH THE DELAY OR INABILITY TO USE THIS SITE(S), UNAUTHORIZED ACCESS OR USE TO ANY TRANSMISSIONS OR DATA, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE THROUGH THIS SITE(S), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF COLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF COLA FOR ANY REASON WHATSOEVER RELATED TO USE OF THIS SITE(S) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO COLA IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE OR $1,500 (US), WHICHEVER IS LESS.
19.INDEMNITY. You agree to defend, indemnify, and hold harmless COLA and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this Agreement.
20.GOVERNING LAW. This Agreement has been made in and will be construed and enforced in accordance with the laws of the State of Maryland as applied to agreements entered into and completely performed in the State of Maryland. You agree to the personal jurisdiction by and venue in the state and federal courts in the State of Maryland and waive any objection to such jurisdiction or venue. Any claim you might have against COLA must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. COLA makes no representation that the Site(s) is appropriate or available for use in other locations, and access to the Site(s) from territories or nations where any aspect of the Site(s) is illegal is prohibited. You access the Site(s) on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the Site(s). A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact COLA if you wish to receive a printed copy of this Agreement. In any legal proceeding brought by COLA, COLA shall have the right to seek and be awarded all reasonable attorneys’ fees and costs in addition to any other relief, at law or in equity, to which COLA may be entitled.
21.ENFORCING SECURITY ON THE SITE(S). Actual or attempted unauthorized use of the Site(s) may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. COLA reserves the right to view, monitor, and record activity on the Site(s) without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the Site(s). Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Site(s) as well as to disclosures required by or under applicable law or related government agency actions. COLA will also comply with all court orders or subpoenas involving requests for such information. In addition to the foregoing, COLA reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt operation of or access to the Site(s), or any portion of the Site(s) in order to protect the Site(s), COLA, or COLA’s business. Moreover, as a laboratory accredited by COLA, you acknowledge and agree that violations of this Agreement may result in a revocation or suspension of your accreditation status with COLA.
22.INJUNCTIVE RELIEF. You acknowledge that any breach, threatened or actual, of this Agreement will cause irreparable injury to COLA, such injury would not be quantifiable in monetary damages, and COLA would not have an adequate remedy at law. You therefore agree that COLA shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement. Accordingly, you hereby waive any requirement that COLA post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to COLA to enforce any provision of this Agreement.
23.TERM AND TERMINATION. This Agreement will take effect at the time you click “I ACCEPT,” download the Site(s), or begin using the Site(s), whichever is earliest. This Agreement will terminate automatically if: (i) you fail to comply with its terms and conditions; or (ii) cease all use of the Site(s). Termination will be effective without prior notice. In addition, COLA may in its sole discretion terminate this Agreement upon notice to you for any or no reason. Upon termination of this Agreement, any and all right(s) to use the Site(s) shall immediately cease and you must promptly return to COLA (at the address listed below) or destroy all tangible embodiments of the Site(s) in your possession or control. The provisions concerning COLA’s proprietary rights, feedback, indemnity, disclaimer; limitation of liability, waiver and severability, entire agreement, and governing law will survive the termination of this Agreement for any reason.
24.WAIVER & SEVERABILITY. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by COLA of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
26.QUESTIONS. If you (i) have questions or comments regarding the Site(s), (ii) are interested in obtaining more information concerning COLA and its programs or services, (iii) want permission to use any COLA content, or (iv) are aware of or wish to report misuse of the Site(s) or COLA materials by any person or entity, please contact COLA at firstname.lastname@example.org.