Terms & Conditions
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY CLICKING THE ACCEPT BUTTON, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU REPRESENT THAT YOU AGREE WITH THESE TERMS. IF YOU DO NOT AGREE TO ACCEPT THESE TERMS, YOU MUST NOT USE THE THIS WEBSITE.
Effective Date September 26, 2022
- 1.1 "Translaminal," "Lamina1" "We," "Us," or "Our" means Translaminal, Inc., or its affiliates or subsidiaries, as applicable.
- 1.2 "Service" means this Site and any and all content, software, data, information, and materials contained therein and transactions completed thereon.
- 1.3 “Site” means www.lamina1.com and the pages contained therein and controlled by Us.
- 1.4 "Third Party Content" means certain third party analysis, content, tools, features, materials, websites or services or to which Translaminal links on any Site.
- 1.5 "Users" means individuals who are authorized to use the Service.
- 1.6 "You" or "your" means the individual who is our client and is accepting these Terms.
2. Binding Agreement
- 2.1 All other terms and conditions on this Site that govern particular features of the Site (the "Additional Terms") are incorporated into these Terms by this reference. The Terms, and any Additional Terms (collectively, the "Agreement"), set forth the terms and conditions which govern your access to and use of the Site. The Agreement sets forth the entire, final, and exclusive agreement between Translaminal and you with respect to your use of, and access to, the Service, and supersedes all previous oral and written terms, representations, or understandings concerning your use of, and access to, this Service. This Agreement is effective between you and Translaminal as of the date of your acceptance of this Agreement.
- 2.2 Translaminal shall not provide any services or provide any benefit to the extent that the provision of such services or benefit would violate applicable law or expose Translaminal or its affiliates to any sanction, prohibition, or restriction under UN Security Council Resolutions or under other trade or economic sanctions, laws, or regulations.
- 2.3 By using the Service, you agree to transact electronically through the Site. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a key pad, mouse, or other device to select an item, button, icon, or similar act/action constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your electronic
- 2.4 By providing your telephone number, you are providing express written consent to receive communications from Translaminal, (including its affiliates, agents, service providers, and affiliates for the purposes of defined above) for any purpose, including, but not limited to, marketing various services from both Translaminal and companies with which Translaminal has joint marketing agreements. Additionally, you agree to receive communications from Translaminal regarding any service and any information you may have obtained via your use of a Website. You agree that these communications include, but are not limited to, the use of an Automated Telephone Dialing System, prerecorded and/or artificial voice, SMS, MMS, text, fax, email, or other similar means. You agree that Translaminal is not responsible for any charges to you regarding these communications. Standard voice and data rates may apply.
3. Our Proprietary Rights
- 3.1 As between Translaminal and you, and subject to your right, title, and interest in data you submit through this Service or otherwise provide or submit to Translaminal, Translaminal owns all right, title, and interest in and to the Service, including all related intellectual property rights subsisting therein. Subject to the limited rights expressly granted hereunder, Translaminal reserves all rights, title, and interest in and to the Service, including all related intellectual property rights subsisting therein. We grant no rights to you hereunder other than as expressly set forth herein. This Service and all materials and information published thereon are protected by U.S. and foreign copyright and other intellectual property laws. You agree to protect the proprietary rights of Translaminal and to comply with all reasonable written requests made by Translaminal or its third party licensors to protect their and others' rights in the Site and materials and content made available on or through the Service.
- 3.2 “Translaminal” and our other trademarks and service marks are the property of Translaminal. Translaminal's trademarks and trade dress may not be used in any form without the prior written consent of Translaminal, and any use shall be subject to Translaminal's then-current policies and requirements. All other trademarks, services marks, logos, designs, and trade dress not owned by Translaminal that appear on this Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Translaminal.
4. Restrictions on Use
- 4.1 Except as otherwise expressly provided in these Terms or on the Site, you may not download, modify, copy, reproduce, republish, post, resell, upload, transmit, or distribute any materials or content, or any portion thereof from or linked to the Service, except with the express written consent of Translaminal or its third party licensors.
- 4.2 In addition, you agree not to:
- (a)Use or access the Site for any purpose that is unlawful or prohibited by the Agreement or to display, transmit, or otherwise make available on or through the Service material that is infringing, threatening, harassing, libelous, hateful, racially or ethnically objectionable, unlawful, tortious, harmful to children, invasive of another's privacy, or violative of third party privacy rights;
- (b)Reverse engineer, decompile, modify, or create derivative works from any software or materials accessible by or on the Service;
- (c)Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Translaminal without express written consent;
- (d)Make any commercial or non-fair use of the copyrights, trademarks, logos, symbols, or any other mark, device, or commercial identifier of Translaminal or any of our third party licensors without the express written consent of Translaminal;
- (e)Use or access the Site in a manner that could damage, disable, overburden, or impair any Translaminal server or the networks connected to any Translaminal server;
- (f)Interfere with any third party's use and enjoyment of the Service;
- (g)Attempt to gain unauthorized access to the Service, accounts, computer systems, or networks connected to any Translaminal server through hacking, password mining, or any other means;
- (h)Sublicense any license granted in or to materials on the Service (whether or not any of such acts are for commercial gain or advantage); or
- (i)Access the Service in order to build a competitive product or service or to copy any features, functions, or graphics of the Services.
5. Your Responsibilities
- You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of any and all content and data submitted to the Service by you; (ii) comply with all applicable laws (including, but not limited to, export laws) in using the Service; and (iii) use the Service solely in accordance with the Agreement. Where the Site permits you to create an account, You shall not disclose or share any ID(s) and password(s) used to access this Service. You are responsible for all activity that occurs under your ID(s) and password(s). You agree to notify Translaminal in writing promptly upon becoming aware of any unauthorized access or use of the Site by any party.
6. Links And Third Party Information
- 6.1 Third Party Content is not maintained or controlled by Translaminal, and as a matter of policy, Translaminal does not independently verify, prescreen, or monitor any such Third Party Content. While we believe the Third Party Content is from reliable third party sources, we are not responsible for the availability, content, completeness, adequacy, utility or accuracy of such Third Party Content. Translaminal does not make any endorsement, express or implied, of any Third Party Content.
- 6.2 Certain Third Party Content is subject to additional specific terms and conditions which can be found in Additional Terms in the applicable areas of the Site and on websites linked to this Site. You acknowledge and agree that your use of such Third Party Content is subject to all these terms.
- 6.3 Service features that interoperate with Third Party Content depend on the continuing availability of such third party services and materials for use with the Service. If the third party providers of such services or materials cease to make the services or materials available on reasonable terms for the Services, we may cease providing such Service features.
7. Disclaimers and Limits of Liability
- 7.1 THE SERVICE AND THE INFORMATION AND DATA ON THE SITE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
- 7.2 Translaminal SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSSES AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, SERVICES, OR ANY INFORMATION OR SERVICE ON A LINKED WEBSITE. Some jurisdictions do not allow the limitation or exclusion of certain implied warranties, liability, or incidental or consequential damages, so certain provisions of this Agreement may not apply to you.
- 8.1You shall defend us against any claim made or brought against us by a third party alleging that your use of the Services in violation of this Agreement, or the data or information you submit through the Service, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify us for any damages finally awarded against, and for reasonable attorney's fees incurred by, us in connection with any such Claim; provided that we: (a) promptly give you written notice of the Claim, (b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally release us of all liability), and (c) provide to you all reasonable assistance, at our expense.
9. Changes to Agreement
Translaminal reserves the right to make changes, modifications, amendments, and/or updates to this Service and the Agreement. When these changes are made, we will make a new copy of the Agreement available on this Site. Changes to the Agreement shall be effective when posted. You understand and agree that continued use of the Site after the Agreement has changed will be treated as your acceptance of the updated Agreement.
10. Term and Termination
This Agreement commences on the date you accept it and continues until terminated in accordance with this paragraph. We may terminate access to and use of the Service (a) at any time with or without cause, upon notice to you or (b) upon termination of your relationship with Translaminal for any reason. Sections 3 (Our Proprietary Rights), 7 (Links and Third Party Content), 8 (Disclaimers and Limits of Liability), 9 (Indemnification), 13 (Governing Law), 15 (Arbitration and Class Action Waiver), 16 (Limitation on Time to File Claims), and 17 (Miscellaneous) shall survive any termination or expiration of this Agreement. We shall have no obligation to maintain or provide you a copy of any of your data in the Service following termination or expiration of this Agreement, unless otherwise specified in other applicable agreement between you and Translaminal, or
11. Sanctions and Export ControlsThis license agreement is expressly made subject to any laws, regulations, orders, or other restrictions which may be imposed by the Government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. Services are not available through Translaminal to any Restricted Entity (as defined below). You represent and warrant that neither you nor your organization is a Restricted Entity nor are you or your organization using the Services on behalf of or for the benefit of a Restricted Entity. "Restricted Entity" shall mean any individual or organization owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen, national, or company organized under the laws of or operating in the U.S. is prohibited from engaging in transactions by U.S. laws, including without limitation, a person on the Specially Designated Nationals List published by the U.S. Department of the Treasury's Office of Foreign Assets Control.
12. Governing Law
This Agreement shall be governed by the laws of the State of Delaware, without respect to its conflict of laws principles, and any claim or dispute that arises in whole or in part from this Agreement will be decided exclusively by a court of competent jurisdiction in the state or federal courts located in the State of Delaware.
13. Injunctive Relief
You acknowledge and agree that any violation of the Agreement relating to the disclosure, use, copying, distribution, display, or publishing of the content made available through the Service by us or by third party licensors, including any software licensed hereunder, may result in irreparable injury and damage to Translaminal or its licensors that may not be adequately compensable in money damages, and for which Translaminal will have no adequate remedy at law. You, therefore, consent and agree that Translaminal may obtain injunctions, orders, or decrees as may be reasonably necessary to ensure compliance with this Agreement. You hereby waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
14. Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY - IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND TRANSLAMINAL CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND TRANSLAMINAL TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. THIS MEANS THAT YOU WILL NOT BE ABLE TO BRING A CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT IN A COURT OF LAW BEFORE A JUDGE OR JURY CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THE ARBITRATION AGREEMENT AND ARE INSTEAD AGREEING TO SUBMIT ANY SUCH DISPUTE SOLELY ON YOUR OWN BEHALF TO AN IMPARTIAL ARBITRATOR.
- 14.1 Agreement to Arbitrate
You and Translaminal mutually agree to forego the delay and expense of using a court of law and choose instead to benefit from the speedy, economical, and impartial dispute resolution procedure of using binding arbitration for any “Covered Claims” (as defined below) that arise between you and Translaminal, its related and affiliated companies, and/or any current or former employee, officer, or director of Translaminal or any related or affiliated company. You and Translaminal agree that this Arbitration and Class Action Waiver is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and will survive even after these Terms and Conditions (‘Terms’) and any Services terminate. Any revision to or termination of the Terms that modify or terminate this Arbitration and Class Action Waiver shall not apply to a pending arbitration, to any claim that accrued prior to the modification or termination, or to any claim that the asserting party knew about prior to the modification or termination, except as may be required by applicable law.
- 14.2 Claims Subject to Arbitration
“Covered Claims” include any and all controversies, disputes, disagreements, or claims arising out of, or relating to, these Terms (including its enforcement, breach, performance, interpretation, validity, or termination), or your access to and/or use of the Services, or the provision of content, services, and/or technology on or through the Site to the fullest extent allowed by law.
- 14.3Arbitrability Determinations
Except as otherwise required under applicable law, you and Translaminal agree to arbitrate any Covered Claims only on an individual basis and hereby waive any right to bring, participate in, or receive money or any other relief from any representative, class, or collective proceeding (“Class Action Waiver”). No party may bring a claim on behalf of other individuals, and no arbitrator hearing any claim under these Terms may (a) without the consent of all parties, combine more than one individual’s claim or claims into a single case; (b) order, require, participate in, or facilitate production of class-wide contact information or notification of others of potential claims; or (c) arbitrate any form of a class, collective, or representative proceeding. Waiver.
- 14.4Class Action Waiver
If a party violates the agreement to arbitrate by commencing an action asserting a Covered Claim in a court of law, then the court (and not an arbitrator) shall have the authority to resolve any disputes about the interpretation, formation, existence, enforceability, validity, and scope of the this Arbitration and Class Action Waiver. If a party complies with the agreement to arbitrate and files for arbitration without filing a complaint in a court of law, then the arbitrator shall have the authority to resolve any disputes about the interpretation of this Arbitration and Class Action Waiver for purposes of discovery or the merits of the underlying claim, but shall have no authority to resolve any disputes about the formation, existence, enforceability, or validity of this Arbitration and Class Action Waiver, including the Class Action Waiver.
- 14.5Arbitration Rules, Procedures, and Costs
- 14.15.1To initiate arbitration, the party desiring to pursue a legal dispute must prepare a written demand setting forth the claim(s) and deliver the written demand within the applicable statute of limitations period by hand or first class mail to Translaminal representatives at the address noted below. You and Translaminal agree that the arbitration shall be administered by the American Arbitration Association (“AAA”) before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA. Except to the extent that they are modified by the rules below, if you are an individual person, the AAA Consumer Arbitration Rules that are in effect at the time of the filing of the demand (and that are available at https://www.adr.org/sites/default/files/Consumer_Rules_Web_0.pdf) will apply.
- 14.15.2The parties agree that the applicable AAA rules are modified as follows:
- 14.15.3Any arbitrator must be neutral as to all parties. Standards for the recusal of an arbitrator shall be the same standards under which trial judges are recused under Texas law.
- (a)No party is entitled to its attorneys’ fees, except as may be awarded in a matter authorized by and consistent with applicable law.
- (b)All discovery shall be subject to any and all objections available under FRCP 26(b). Each party shall avoid broad or widespread collection, search, and production of documents, including electronically stored information (“ESI”). If a compelling need is demonstrated by the requesting party, the production shall (i) be narrowly tailored in scope, (ii) come only from sources that are reasonably accessible without undue burden or cost, and (iii) be produced in a searchable format, if possible without undue burden or cost, and which is usable by the receiving party and convenient and economical for the producing party. Where the costs and burdens of the requested discovery outweigh its likely benefit, considering the needs of the case, the amount in controversy, and the importance of the discovery in resolving the issues, the arbitrator shall deny such requests or order production on condition that the requesting party advance to the producing party the reasonable costs involved in making the production, subject to the allocation of costs in the final award.
- (c)The arbitrator shall have the authority to award the same damages and other relief that would have been available in court pursuant to the law governing the Covered Claim(s).
- (d)Either party shall have the right to file motions to dismiss and motions for summary judgment/adjudication.
- (e)The arbitrator shall have the authority to issue an award or partial award without conducting a hearing on the grounds that there is no claim upon which relief can be granted or that there is no genuine issue of material fact to resolve at a hearing.
- (f)The Federal Rules of Evidence shall apply to all arbitration proceedings.
- (g)For discovery purposes only, an arbitrator may consolidate claims filed by multiple individuals, each on their own behalf, in a single arbitration proceeding, or may conduct a joint hearing for efficiency purposes, so long as the arbitrator does not (a) certify (conditionally or otherwise) a collective, class, or representative action that includes individuals who have not themselves already submitted their own individual claims; or (b) authorize the issuance of notice of the arbitration to individuals on the grounds that the arbitrator or any party believes there are other individuals who are similarly situated to or share commonality with a party to the arbitration.
- (h)The arbitrator must issue a decision in writing, setting forth in summary form the reasons for the arbitrator’s determination and the legal basis therefor.
- (i)The arbitrator’s authority shall be limited to deciding the case submitted by the parties to the arbitration. Therefore, no decision by any arbitrator shall serve as precedent in other arbitrations except to preclude the same claim from being re-arbitrated between the same parties.
- (j)The parties may settle any dispute on a mutual basis without involvement of the arbitrator.
- (k)If you initiate arbitration, you will pay the first $250, and Translaminal will pay all other filing, administrative, or hearing fees. If Translaminal initiates arbitration, Translaminal will pay all filing, administrative, and hearing fees. Regardless of which party initiates arbitration, you will remain responsible for your attorneys’ fees and costs unless the law governing the Covered Claim provides for an award of attorneys’ fees and costs and the arbitrator determines as part of the arbitration award that you may recover a certain amount of attorneys’ fees and costs.
- (l)If any term or condition in this Arbitration and Class Action Waiver is determined to be unenforceable or in conflict with a mandatory provision of applicable law, it shall be construed to incorporate any mandatory provision, or the unenforceable or conflicting term or condition shall be automatically severed and the remainder of this Arbitration and Class Action Waiver shall not be affected. Provided, however, that if the Class Action Waiver is found to be unenforceable, then any claim brought on a class, collective, or representative action basis shall be adjudicated exclusively in the state and federal courts located in the City of Baton Rouge, Louisiana, which shall be the exclusive forum for such claims. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
- 16.1 We may assign our rights and obligations under this Agreement, without notice, to (a) any affiliate of Translaminal or (b) any party or its affiliate acquiring all or substantially all of the assets or stock by merger or otherwise of Translaminal or any affiliate of Translaminal. This Agreement may not be assigned by you without our prior written consent. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
- 16.2 Questions or comments regarding the Service or the Agreement should be directed to Translaminal at:Translaminal Inc.
600 1st Ave
Ste 102 PMB 2126
Seattle, WA 98104