TERMS AND CONDITIONS OF USE Acceptance of Terms and Conditions These terms and conditions of use are entered into by and between You and Prolucent Health, Inc., a Delaware corporation (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference, (collectively, “Terms and Conditions”), govern your access to and use of the Company’s LiquidCompass Marketplace, including any content, functionality, and services offered on or through the LiquidCompass Marketplace interface (the “LiquidCompass Marketplace”), whether as a guest or a registered user. Please read these Terms and Conditions carefully before you start to use the LiquidCompass Marketplace. By using the LiquidCompass Marketplace or by clicking to accept or agree to the Terms and Conditions when this option is made available to you, you accept and agree to be bound and abide by these Terms and Conditions. If you do not want to agree to these Terms and Conditions, you must not access or use the LiquidCompass Marketplace. By using the LiquidCompass Marketplace, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all the foregoing eligibility requirements. If you do not meet all these requirements, you must not access or use the LiquidCompass Marketplace. Changes to the Terms and Conditions We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the LiquidCompass Marketplace thereafter. Your continued use of the LiquidCompass Marketplace following the posting of revised Terms and Conditions means that you accept and agree to the changes. Because these changes are binding on you, we encourage you to routinely review the Terms and Conditions. Access and Security We reserve the right to withdraw or amend the LiquidCompass Marketplace, and any service or material we provide on or through the LiquidCompass Marketplace, in our sole discretion without notice. We will not be liable if for any reason all or any part of the LiquidCompass Marketplace is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the LiquidCompass Marketplace, or the entire LiquidCompass Marketplace, to users, including registered users. You are responsible for all arrangements necessary for you to have access to the LiquidCompass Marketplace and you are responsible for ensuring that all persons who access the LiquidCompass Marketplace through your internet connection are aware of these Terms and Conditions and comply with them. To access the LiquidCompass Marketplace or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the LiquidCompass Marketplace that all the information you provide on the LiquidCompass Marketplace is correct, current, and complete. You agree that all information you provide to register with us or otherwise, including, but not limited to, through the use of any interactive features on the LiquidCompass Marketplace, is governed by our privacy policies and you consent to all actions we take with respect to your information consistent with our privacy policies. If you create, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the LiquidCompass Marketplace or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you log out of your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any account, username, password, or other identifier, whether created by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms and Conditions. The Company’s Intellectual Property The LiquidCompass Marketplace and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms and Conditions permit you to use the LiquidCompass Marketplace for internal commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material from the LiquidCompass Marketplace, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your web browser for display enhancement purposes.
- You may print or download one copy of a reasonable number of pages of the LiquidCompass Marketplace for your own internal commercial use only, and not for further reproduction, publication, or distribution.
- If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own internal commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide social media features with certain content, you may take such actions as are enabled by such features.
- Modify copies of any materials from this site.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
- Use any photographs, screenshots, or other visual representation of the LiquidCompass Marketplace for any purpose.
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms and Conditions.
- To transmit, or procure the sending of, any advertising or promotional material or any other solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or accounts associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the LiquidCompass Marketplace, or which, as determined by us, may harm the Company or users of the LiquidCompass Marketplace, or expose them to liability.
- Use the LiquidCompass Marketplace in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the LiquidCompass Marketplace, including their ability to engage in real time activities through the LiquidCompass Marketplace.
- Use any robot, spider, or other automatic device, process, or means to access the LiquidCompass Marketplace for any purpose, including scraping, monitoring, or copying any of the material on the LiquidCompass Marketplace.
- Use any manual process to monitor or copy any of the material on the LiquidCompass Marketplace, or for any other purpose not expressly authorized in these Terms and Conditions, without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the LiquidCompass Marketplace.
- Introduce any viruses, malware, or other material that is malicious or technologically harmful to the Company, the LiquidCompass Marketplace, or any user of the LiquidCompass Marketplace.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the LiquidCompass Marketplace, the infrastructure on which the Liquid Compass Marketplace operates, or any server, computer, or database connected to the LiquidCompass Marketplace.
- Attack the Liquid Compass Marketplace via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the LiquidCompass Marketplace.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the LiquidCompass Marketplace.
- Terminate or suspend your access to all or part of the LiquidCompass Marketplace for any or no reason, including without limitation, any violation of these Terms and Conditions.
“as available” basis, without any warranties of any kind, either express or implied. neither the Company nor any person associated with the Company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the LiquidCompass Marketplace. Without limiting the foregoing, neither the Company nor anyone associated with the Company represents or warrants that the LiquidCompass Marketplace, its content, or any services or items obtained through the LiquidCompass Marketplace will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our site or the infrastructure that makes it available are free of viruses, malware, or other harmful components, or that the LiquidCompass Marketplace or any services or items obtained through the LiquidCompass Marketplace will otherwise meet your needs or expectations. To the fullest extent provided by law, the Company hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.
the foregoing does not affect any warranties that cannot be excluded or limited under applicable law. Limitation on Liability To the fullest extent provided by law, in no event will the Company, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the LiquidCompass Marketplace, any websites or services linked to it, any content on the LiquidCompass Marketplace or such other websites or services, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. Indemnification You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms and Conditions or your use of the LiquidCompass Marketplace, including, but not limited to, any use of the Liquid Compass Marketplace’s content, services, and products other than as expressly authorized in these Terms and Conditions, or your use of any information obtained from the Liquid Compass Marketplace. Governing Law and Jurisdiction All matters relating to the LiquidCompass Marketplace and these Terms and Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms and Conditions or the LiquidCompass Marketplace shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in the City of Dallas, Dallas County, Texas, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms and Conditions in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Waiver and Severability No waiver by the Company of any term or condition set out in these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms and Conditions will continue in full force and effect. Contact Information If you need to contact the Company for any reason, you may contact us through Prolucent.com or via U.S. Mail at Prolucent Health, Inc., 10000 North Central Expressway, Suite 400, Dallas, TX 75231. Last Updated: April 4, 2022