Lab Design Tool: Terms of Service

Individual Lab Design Tool® Terms of Service

Effective: March 1, 2023

Welcome to the Individual Lab Design Tool® software application (“the Software.”)

These terms of service (“Terms”) cover your use and access to our services, software and websites ("Services"). Our Privacy Policy explains how we may collect and use your data. By using our Services, you’re agreeing to be bound by these Terms and our Privacy Policy.

Your Data

When you use our Services, you may enter data that represent information about your organization’s laboratories or other information (“Your Data”). Your Data is yours. These Terms don’t give us any rights to Your Data except for the limited rights that enable us to offer the Services.

We need your permission to do things like putting Your Data into files on your computers and making it available to your authorized users when you ask us to. We may also use this data to help us understand how users use our apps, and to improve and market the apps in general. Cookies and analogous local storage mechanisms are used for both functional and analytics purposes. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.

Your Responsibilities

You agree that all decisions that you make about your space layout, whether based on information derived from your use of the Service or any other sources, are your responsibility, and that you understand that the Service does not provide advice or recommendations to you in this decision-making process. The information provided by, or derived from, the Service is intended to help you make your own decisions, and you agree that neither the Service nor Kaon Interactive, Inc., (hereafter “Kaon”, “us” or “we”) is providing you with any legal, medical, or other form of advice in any manner whatsoever.

Your use of our Services must comply with our Acceptable Use Policy (below). Content in the Services may be protected by others’ intellectual property rights. You agree not to copy, upload, download, or share content unless you have the right to do so.

We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. We aren’t responsible for the content you or anyone else creates, uploads, and shares via the Services.

You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, to use our Services, you must be at least 18 (or older, depending on where you live).

Acceptable Use Policy

You agree not to misuse the Services or help anyone else to do so. This includes, for example, your specific agreement to not even try to do any of the following in connection with the Services:

probe, scan, or test the vulnerability of any system or network;
breach or otherwise circumvent any security or authentication measures;
access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to;
interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding any part of the Services;
access or search by any means other than our publicly supported interfaces;
send unsolicited communications, promotions or advertisements, or spam;
send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
promote or advertise products or services without appropriate authorization;
sell the Services;
publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence or terrorist activity, including terror propaganda;
advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;
harass or abuse our personnel or representatives or agents performing services on behalf of us;
violate the law in any way, including storing, publishing or sharing material that's fraudulent, defamatory, or misleading; or
violate the privacy or infringe the rights of others.

Fees

You agree to pay us the fees set forth to which you agreed as you have set up your account.

Payment

All payments due to us hereunder shall be made in United States Dollars.

Software

So long as you comply with these Terms, including payment of all Fees due to us, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. You agree not to reverse engineer or decompile the Software or the Services, attempt to do so, or assist anyone in doing so.

Our Data and Intellectual Property

The Services are protected by copyright, trademark, trade secret, and other US and foreign laws. These Terms don’t grant you any right, title, or interest in the Services, others’ content in the Services, us trademarks, logos and other brand features.

Termination

You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:

(a) you’re in breach of these Terms,

(b) your use of the Services would cause a real risk of harm or loss to us or other users, or

We won’t provide notice before termination where:

(a) you’re in material breach of these Terms,

(b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or

Discontinuation of Services

We may decide to discontinue the Services for any reason, with thirty days’ notice to you. If any prepaid fees remain beyond such termination, such prepaid but unused fees shall be refunded to you.

Services “AS IS”

TO THE FULLEST EXTENT PERMITTED BY LAW, KAON AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some places don’t allow the disclaimers in this paragraph, so they may not apply to you.

Limitation of Liability

KAON, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON’T BE LIABLE FOR:

i. ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR

ii. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT KAON OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

KAON, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. KAON AND ITS AFFILIATES AREN’T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.

THE FOREGOING NOTWITHSTANDING, WE LIMIT OUR LIABILITY TO YOU TO A MAXIMUM OF $20 USD.

Indemnification and Hold Harmless

You agree to take full responsibility for your use of the Service and the consequences of your decisions made (in part or in whole) as a result of your use of the Service. You agree to indemnify, save and hold harmless Kaon and each of its officers, directors, employees, agents and affiliates, and each of their successors and assigns (collectively, the “Indemnified Parties”) from and against any and all costs, losses, claims, liabilities, fines, penalties, direct or consequential damages whatsoever, including but not limited to death, illness, or injury to person or damage to property, and expenses (including interest which may be imposed in connection therewith, court costs and actual attorneys’ and expert witness fees and disbursements of counsel) (collectively, “Damages”) incurred in connection with, arising directly or indirectly out of, resulting from or incident to (i) your exercise of any of your rights granted herein, (ii) your use of the Services hereunder, or (iii) third party patent infringement claims stemming from your use of any portion of the Services or Software.

Resolving Disputes

Judicial Forum for Disputes. You and Kaon agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of Middlesex County, Massachusetts, USA, subject to the mandatory arbitration provisions below. Both you and Kaon consent to venue and personal jurisdiction in such courts. If you reside in a jurisdiction (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, YOU AGREE TO WAIVE SUCH RIGHTS.

IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

We Both Agree to Arbitrate. You and Kaon agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.

Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, San Francisco (CA), or any other location we agree to.

NO CLASS ACTIONS You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.

Controlling Law

These Terms will be governed by Massachusetts law except for its conflicts of laws principles. Some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. Despite these local laws, YOU SPECIFICALLY AGREE TO THIS CONTROLLING LAW PROVISION.

Compliance with Applicable Laws; Export Control Laws

User access to and use of this website is governed by all applicable federal, state, and local laws. All information and software available on this website is subject to U.S. export control laws and may also be subject to the laws of the country where you reside.

Trade Controls

End User understands that (re-)exports and in-country transfers of any product, software, technical data, or service provided by Kaon (each, an "Item") are subject to U.S. and other applicable export, import, customs, antiboycott and economic sanctions laws, regulations, and orders (collectively, "Trade Control Laws"). End User shall not use or provide any Item or any product incorporating an Item, directly or through others, in contravention of any Trade Control Law, including (a) to anyone in Belarus, Crimea, Cuba, Iran, North Korea, Syria, Russia, Venezuela, or the Donetsk or Luhansk regions of Ukraine, or to any other embargoed or comprehensively sanctioned destination or government affiliate of such destination, wherever located, in contravention of any applicable Trade Control Law, (b) to anyone listed on (or owned or controlled by anyone on) any sanctioned persons list issued by the U.S. Departments of Commerce, State, or Treasury, including the Specially Designated Nationals and Blocked Persons List and the Entity List (each, a “Sanctioned Person”), or (c) for a prohibited end-use, including for a semiconductor or supercomputing end use in China, Hong Kong or Macao that is prohibited under the Export Administration Regulations, or for chemical, biological, nuclear, or missile proliferation, or nuclear activities. End User shall only use the Items for non-military, peaceful purposes, and use for any other purpose is prohibited by this license. End User certifies that it is not a Sanctioned Person. In addition to any other remedy it may have, Kaon may suspend and/or cancel your access to this software if (a) Kaon has not received all export-related documentation requested by Kaon including compliance statements, (b) Kaon has not received the governmental approvals that Kaon deems to be required, or (c) Kaon believes that such activity may violate any Trade Control Laws or Kaon's own compliance policies. End User must notify Kaon before providing any technical data to Kaon that is controlled under any Trade Control Law.

Entire Agreement

These Terms constitute the entire agreement between you and Kaon with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment

Kaon’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Kaon may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

We may revise these Terms from time to time for any reason, including but not limited to better reflect:

(a) changes to the law,

(b) new regulatory requirements, or

If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.

If you don’t agree to the updates we make, please IMMEDIATELY CEASE USING THE SERVICES before they become effective. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.