Last Updated March 03, 2022
Terms and conditions of use
Unless otherwise specified in any quote from Clara for the sale or lease of any Product, license of any Software or provision of any Service (a “Quote”), all Quotes are valid for 30 days from the date of the Quote and may be modified or withdrawn by Clara prior to receipt of an order from Customer.
Customer may place orders for Products or Services through Clara’s website www.clarabio.tech (“Clara Website”) or by otherwise contacting Clara. Any order submitted is subject to acceptance by Clara. All orders for Products are subject to stock availability. All orders by Customer for Products, or Services are subject to and expressly conditioned upon Customer’s assent to these Terms and Conditions.
Cancellation or Charges
Cancellations of purchase orders by Customer (prior to shipment of the Products or Services ordered) will be subject to Clara’s standard cancellation fees of 15% of the purchase order. Once shipment of Products or Services has been made by Clara, cancellation of purchase orders will not be permitted.
Rejection of Customer Terms
Any terms and conditions of Customer, whether specified in an order or otherwise, that are different from or in addition to those contained in the applicable Terms and Conditions are objected to and rejected by Clara and are of no effect unless specifically agreed to in writing by Clara. In the case of any conflict between Terms and Conditions and any order submitted by Customer, the applicable Terms and Conditions prevails. The shipment of Products by Clara to Customer is not to be construed as acceptance of any terms and conditions of Customer that are different from or in addition to those contained in the applicable Terms and Conditions Agreement.
Descriptions of Products and Services
We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.
Errors or Omissions
Clerical errors or omissions, whether in computation or otherwise in any order, quote, invoice or other documentation or correspondence, are subject to correction by Clara.
Customer’s decision to purchase any Product, or obtain any Service from Clara is made entirely in reliance on Customer’s own skill and judgment and not in reliance on any conduct, statement, representation or warranty (written or oral) made by or on behalf of Clara or its employees, officers, agents or representatives unless set out in the applicable Terms and Conditions. Customer is solely responsible for determining whether any Product, Software or Service will satisfy its requirements or will be suitable or fit for Customer’s specific purpose.
All sales are made F.O.B. Clara’s location in Lawrence, KS, USA to an agent of the Customer, including a common carrier, notwithstanding any prepayment of freight by Clara.
Customer will be responsible for shipping charges, and will reimburse Clara for all shipping costs Clara incurs. Risk of loss shall pass to Customer at the time the Products are delivered to such common carrier, and Customer shall provide whatever insurance against loss or damage it considers necessary once the goods leave Clara’s premises in Lawrence, KS, USA. In the event of any default by Customer, Clara may decline to make further shipments until such default is remedied, without in any way affecting its rights under this Agreement. Clara will not be liable for delay or non-delivery of Clara products or services when caused by any cause beyond the reasonable control of Clara, including (without limitation) acts of God, fire, flood, tornado, earthquake, hurricane, lightning, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labor shortages or disputes, failure or delay in delivery by Clara’s suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment, or Customer’s fault or negligence.
Products or Services delivered will be deemed accepted by the Customer unless written notice of defect or shortage is received by Clara within thirty (30) days after Customer’s receipt of such shipment.
Thank you for your purchase. We hope you are happy with your purchase. However, if you are not completely satisfied with your purchase for any reason, you may return it to us for a full refund, store credit, or an exchange. Please see below for more information on our return policy.
Our policy lasts 30 days. If 30 days have gone by since your purchase, unfortunately we can’t offer you a refund or exchange.
To be eligible for a return, your item must be unused and in the same condition that you received it. It must also be in the original packaging.
Several types of goods are exempt from being returned. Any item that requires cold temperature storage, consumables and reagents cannot be returned.
Exchanges and Return of nonconforming products
We only replace items if they are defective or damaged. Nonconforming Products may not be returned to Clara Biotech except with the prior written consent of Clara Biotech, which may include additional terms, if granted. If Clara consents to the return of nonconforming Products, Customer must obtain a return material authorization (RMA). If you need to exchange it for the same item, send us an email at firstname.lastname@example.org for an approval. Return the Products in their original or equivalent packaging and pay all costs of shipping the nonconforming Products to Clara.
When RMA provided, to return your product, you should mail your product to:
2029 Becker Dr.,
Lawrence, KS, 66047, United States.
You will be responsible for paying for your own shipping costs for returning your item. Shipping costs are non-refundable. If you receive a refund, the cost of return shipping will be deducted from your refund.
Depending on where you live, the time it may take for your exchanged product to reach you, may vary.
Remedies for nonconforming Products
Customer’s sole remedy and Clara’s sole obligation in respect of a timely and accepted claim for nonconforming Products is limited to, at Clara’s sole and absolute discretion, the repair of nonconforming Products, replacement of nonconforming Products with conforming Products or credit of Customer's account for the invoice price of the nonconforming Products. Customer agrees that Clara has no liability whatsoever for any loss, damage, or inconvenience caused by any downtime, discontinuance or nonconforming Products.
Use of Products
No Product or Software has received any approval (“Approval”) from the United States Food and Drug Administration (“FDA”) or any equivalent regulatory agency or been tested by Clara for safety or efficacy in food, drug, medical device, cosmetic, commercial or any other use. Accordingly, Customer acknowledges that the Products are labeled and intended for FOR RESEARCH USE ONLY (“RUO”) and NOT FOR USE IN DIAGNOSTIC PROCEDURES. Unless otherwise expressly stated by Clara in writing, no claim or representation is made or intended by Clara:
- as to any diagnostic or other clinical use of any Product;
- that any Product has any Approval for use in any diagnostic or other clinical procedure, or for any other use requiring compliance with any law, regulation or governmental policy (“Regulatory Laws”);
- that any Product will satisfy the requirements of the FDA or any other regulatory agency; or
- that any Product or its performance is suitable or has been validated for any clinical or diagnostic use, for safety and effectiveness, for any specific use or application, or for importation into Customer’s jurisdiction.
Customer agrees that if it elects to use a Product for a purpose that would subject Customer, its customers or any Product to the application of Regulatory Laws or any other law, regulation or governmental policy, Customer is solely responsible for obtaining any required Approvals and otherwise ensuring that the importation of the Products into Customer’s jurisdiction and Customer’s use of the Products complies with such laws, regulations and policies.
Use of Products
The Products and Software must only be used by qualified and appropriately trained personnel in strict compliance with all applicable instructions, guidelines, warnings and recommendations of Clara and industry best practice. Customer is responsible for ensuring that its employees, officers, agents, representatives and contractors have received appropriate training and have read and understood all applicable instructions, guidelines, warnings and recommendations of Clara prior to using any Product. Customer is responsible for properly testing the use of any Product for any particular purpose in accordance with practices of a reasonable person who is an expert in the field and in strict compliance with all applicable instructions, guidelines, warnings and recommendations of Clara and industry best practice. Customer is also responsible for identifying all hazards associated with using any Product for any particular purpose and for warning Customer’s employees, officers, agents, representatives and contractors of any and all risks and hazards involved in using and handling any Product or Software.
Reagent Use License
Subject to the Agreement, Customer shall have, in connection with the purchase of Clara reagent Products and Services, a one-time, royalty-free use license solely for in-house research uses. For additional rights transferred by purchase of the Products or Services, please see specific literature accompanying the Products or Services. Except as expressly set forth in the Agreement, no right or license to any intellectual property owned or licensable by Clara is conveyed or implied by the Agreement. Customer shall not transfer, resell, or distribute Products or Services to any third party without our express permission.
The Products and Services are only intended for laboratory research and evaluation purposes and Customer must not use the Product for any diagnostic or clinical use or for any other commercial application or purpose, without Clara’s prior written consent.
Single Use and Limited Use Products
Certain Products supplied by Clara may only be used with certain instruments supplied by Clara and for either a single use or limited use application as indicated on the applicable Product packaging, label or insert. Customer must not use any Product otherwise than as intended.
Customer shall not, without Clara’s prior written consent, use, duplicate, or disclose any technical data or any information directly concerning the Products or Services that is disclosed by Clara to Customer, for any purposes other than for the use, operation or maintenance of Products or Services purchased hereunder.
Disposal of Products
Customer is fully responsible for ensuring that the obsolete Equipment and/or Consumables are recycled or disposed of in accordance with the Waste Electrical and Electronic Equipment (WEEE) Directive or any other relevant laws and regulations in the countries where the Equipment and/or Consumables are being recycled or disposed of. Alternatively, obsolete Equipment and/or Consumables may be returned to our headquarters to be processed appropriately.
Supply of Services
Training and Technical Assistance
At Customer’s request, Clara may, at Clara’s discretion, provide Customer with training on the use of any Product and technical assistance on the use of any Product for such fees and other consideration agreed to in writing by Customer and Clara. Clara makes no warranties of any kind or nature, express or implied, including any implied warranty of merchantability or fitness for any particular purpose, with respect to any training or technical assistance or information provided by Clara or Clara’s personnel. Any suggestions by Clara regarding use, selection, application, or suitability of any Product or Software will not be construed as an express warranty unless specifically designated as such in writing by an officer or authorized agent of Clara.
Payment, Prices and Fees
Purchases and Payment
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per company, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
Clara may amend or change its price list at any time and from time to time without notice.
Invoicing Payment Terms
Unless otherwise specified in the applicable Terms and Conditions, payment for the sale of Products by Clara to Customer, or the provision of any Service by Clara to Customer is due within 15 days of the date of the applicable invoice.
Any discount offered by Clara is strictly subject to Customer complying with the validity period of the applicable Quote, and with the payment terms specified in the applicable Terms and Conditions. Clara reserves the right to charge Customer the full list price for the applicable Product or Service if Customer fails to comply with the specified payment terms.
Method of Payment
We manage purchases and payments via our processor Stripe.com (for custom invoices) and Shopify.com for online orders. All terms and conditions around payment are managed by these partners.
Without prejudice to Clara’s other rights and remedies, Clara may charge interest on any amount not paid by Customer when due from the due date to the date of actual payment at the rate of 5% per month, or the maximum amount allowed by law, if lower, calculated daily and compounded monthly.
Recovery of Expenses
Customer must also pay Clara’s costs and expenses (including, without limitation, court costs, legal fees and disbursements on a solicitor and own client basis) which are incurred or payable by Clara enforcing or exercising any of its rights pursuant to any Terms and Conditions Agreement including without limitation, the recovery of any amounts owed by Customer to Clara under such Terms and Conditions.
Price does not include freight, installation or training
Unless otherwise specified in the applicable Terms and Conditions, the purchase price for the Products does not include the cost of delivering, insuring or installing the Products or any training on how to use any Product. If the terms of delivery specified in the Terms and Conditions require Clara to arrange and pay for the cost of shipping or insuring the Products then this amount will be added to the invoice for the sale of those Products and is payable by Customer.
Taxes and Duties
Any taxes and duties (including goods and services tax, sales tax, use tax, value added tax, customs duties and tariffs) assessed or levied in connection with any transaction between Clara and Customer are not included in the applicable price, or fee and are payable by Customer or, where, at law, the payment of any such taxes or duties is payable by Clara, the applicable price, rent or fee will be increased by the amount of the applicable taxes or duties.
Data Processing and Disclosure
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
Content and Communication
Modifications and Interruptions
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
We accept no liability for the contents of external links on our website. Sole responsibility for the contents of linked pages is with their providers.
You may not link this website to any context that misrepresents any relationship between Clara Biotech and the linked site or that contains a false portrayal of Clara Biotech or that would potentially mislead any user of this website.
This website may contain links to third-party websites as a convenience to users of the site. Clara Biotech is not responsible for any information found on a linked website.
Customer shall comply with all applicable federal, state or local laws, rules, regulations or ordinances (“Laws”) in performing under this Agreement and in storing and using the Products or Services. Customer will indemnify, defend and hold Clara harmless from any and all expenses, damages, costs or losses resulting from any third party suit, claim or proceeding brought against Clara, either severally or jointly with Customer, to the extent that such suit or proceeding arises from Customer’s (a) non-compliance with Laws or (b) infringement of any intellectual property right by the use or combination of Product or Service with another component or product (but not by the use of any Product or Service alone).
Integration and severability
Electronic Communications, Transactions, and Signatures
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
Limited Product Warranty
Limited Product Warranty (Clara Option)
The Products sold hereunder shall conform at the time of shipment to the terms of Clara’s standard warranty (the “Warranty Period”) for such Products, as stated in the package insert accompanying the Products. Customer’s sole and exclusive remedy, and Clara’s sole and exclusive obligation, under this warranty shall be, at Clara’s option, either replacement or product credit of the purchase price of any non-conforming Products or Services. Customer must request product credit in writing within 60 days of receipt of Products or Services. EXCEPT AS SET FORTH IN THIS SECTION, THE PRODUCTS ARE PROVIDED “AS IS,” AND Clara DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE Clara PRODUCTS SOLD HEREUNDER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Nothing herein shall be construed as providing or intending to provide Clara’s warranty to Customer set forth above to any customer(s) of Customer. Under no circumstances are cash refunds offered by Clara to Customer.
The warranty in this clause does not apply in relation to any Product that has been repaired or altered by someone other than Clara Biotech or authorized by Clara and does not cover normal wear and tear or defects or damage caused by improper storage, installation, application or operation, accident, abuse, misuse, neglect, operation outside the instructions, guidelines, warnings and recommendations of Clara, exposure to moisture, dampness, extreme thermal or environmental conditions or to rapid changes in such conditions, corrosion, oxidation or chemicals.
Intellectual Property Rights for the Site
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
No Intellectual Property Licenses
Clara Biotech has sought to achieve an informative and useful internet site. You also need to understand that Clara Biotech must protect its intellectual property, including its patents, trademarks and copyrights. Please appreciate that no license to Clara Biotech’s intellectual property has been granted by this Internet site.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
Disclaimer of Warranties
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
Availability and compatibility
Clara does not guarantee or warrant that any Product will always be accessible or available, operate in an uninterrupted manner or in combination with any other software or hardware products.
Disclaimer non-Clara Products
While the information provided herein is believed to be accurate, it may include errors, omissions or inaccuracies. Mention of non-Clara Biotech products or services is for informational purposes only and constitutes neither an endorsement nor a recommendation. Clara Biotech assumes no responsibility with regard to the selection, performance, or the use of these products.
Limitation of Liability
Limitation of Liability
The site and its content are provided “AS IS”, with all faults, and “AS AVAILABLE”.
Clara Biotech does not warrant uninterrupted access to the site or corrections of defects to the site. Without limiting the foregoing, Clara Biotech does not represent the accuracy or reliability of any content on the site.
Clara Biotech is not liable for any direct or indirect damages to you or anyone else arising out of the use of this website. Additionally, Clara Biotech is not responsible for any errors in content.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR $10,000.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You may not attempt to gain unauthorized access to this website or any other systems or networks connected to the website. You may not engage in any conduct that impedes any other person from using our website or expose any other users to any liability or damages of any type.
Suspension and Termination
Suspension and Termination
- Customer fails to pay any amount due under Terms and Conditions by the due date;
- Customer breaches any of its obligations, other than an obligation referred to in clause(a) above, under Terms and Conditions and fails to remedy the breach (if capable of remedy) within 30 days after receiving notice from Clara requiring the breach to be remedied;Customer is, becomes, is deemed to be or is likely to become insolvent, bankrupt or a poor credit risk or becomes subject to any bankruptcy, insolvency or reorganization proceeding under applicable law;
then, without prejudice to Clara’s other rights and remedies, Clara may, in its sole and absolute discretion, suspend the performance of its obligations under the applicable Terms and Conditions or terminate the applicable Terms and Conditions by written notice to Customer without any liability to Customer and payment for any Products or Services delivered or provided up to the date of the suspension or termination and any other amount payable pursuant to the applicable Terms and Conditions shall immediately become due and payable.
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
- Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
- Use any information obtained from the Site in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Site in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Site.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
- Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
- Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
- Use a buying agent or purchasing agent to make purchases on the Site.
- Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
- Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
Clara may change these Terms and Conditions from time to time by posting a revised version of these Terms and Conditions on the Clara Website.
Termination of agreement
Your access to this website may be terminated temporarily or permanently for any reason, without any prior notice or liability. The right granted to you to use this website is terminated immediately upon violation of any term within this agreement.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Clara is not liable to Customer or any other person for any failure or delay in performing any obligation under Terms and Conditions due to a cause beyond its reasonable control, including, without limitation, acts of God, force majeure, earthquakes, fires, floods or other severe weather conditions, acts or failures to act of government authorities, strikes or other labour disturbances, failures or delays caused by Clara’s suppliers or vendors, war (declared or undeclared), terrorism, civil unrest, riots, epidemics or systemic electrical, Internet, telecommunications or other utility failures.
The terms of this agreement and your use of this website shall be governed by Delaware law without regard to provisions on the conflicts of laws, and shall not be governed by the United Nations Convention on Agreements for the International Sale of Goods. Thus, by choosing to use this website you are giving the Delaware courts jurisdiction over any issue arising out of the use of this website.
Customer and Clara consent to the exclusive jurisdiction of, and venue in, the state and federal courts of Delaware, U.S.A.
California Users and Residents
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Johnson County, Kansas. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Headings are inserted for convenience only and shall be ignored in construing these Terms and Conditions
Customer may not assign or otherwise transfer any right or interest to any person or entity without the prior written consent of Clara. Any assignment in violation of this clause is void.
Subject to clause 17.1, no modification to these Terms and Conditions is binding on Clara unless in writing and signed by an authorized representative of Clara.
If any provision of Terms and Conditions is held to be invalid or unenforceable for any reason, the remaining provisions remain in full force and effect.
No delay or failure to act, or enforce at any time any of the provisions in this Agreement will in no way be construed as a waiver of such or any provision. No waiver is effective unless it is in writing.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Clara Biotech, Inc.
2029 Becker Dr.,
Lawrence, KS 66047