Terms of Service

TERMS OF SERVICE

The following outlines the Terms of Service between Meiotic, Inc. (the “Company”) and any legal entity for which the Company has activated a web-based Account as a “Customer” (or also referred herein as “You” or “Your”) within the vablet cloud-based platform (https://www.vablet.com) and its related applications (the “Service”).

 PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

If you have any questions concerning the Terms of Service agreement, please refer to the Contact Us section of the website https://www.vablet.com. If you, as Customer, determine that you DO NOT AGREE with the Terms of Service or you DO NOT HAVE THE AUTHORITY to bind yourself or any entity, you must NOT accept these Terms and must NOT use the Service.

 

CUSTOMER DESIGNATION AND ADMINISTRATOR(S)

When the Company activates an Account on your behalf, you are considered a Customer of the Company. An Account is a segregated cloud-based environment with access to the Service, within the Company’s Azure instance, from which Customer personnel may add, manage, and remove Customer-owned content and to connect, manage, and remove Customer-related/authorized user devices.

Customer shall designate one or more Administrators to oversee and manage the Customer’s Account. Company Administrators are responsible for adding, managing, and removing content, web administrative users, and user devices within the Customer Account.

 

CUSTOMER STATUS

Customers may use the Account so long as their Account is in good standing. Good standing includes but is not limited to:

 

Payment for the Service

Customers must pay Company for use of the Service. As the Service is SaaS, and discounted for annual usage, Customer agrees that any license fees paid are non-refundable. If any Customer has an unpaid balance or amount due, for any reason, for 30 or more days, beyond the invoice due date, Company may suspend the use of the Service until such amounts are paid in full or it may simply cancel Customer’s Account all together.

 

Not violating any laws for usage of the Service

All Customer users agree to use the Service in compliance with the Terms of Service and thereby agree not to use the Service in a malicious manner or in any or for any illegal practices.

Not abusing the Service for the benefit of others

Reverse engineering, uses non-customer, and uses other than the generally intended use

 

Misuse of the Service

Customer users shall not try to disrupt the Service in any way by attempting to gain access to the accounts, servers, networks, etc. of the Service or to attempt to sell the service to others or to use the service for marketing purposes such as sending unsolicited emails, newsletters, or any materials that constitute a violation of the Terms of Service and the intended use of this site. If there arises any use that may be questionable, Customers must contact the Service to determine if the desired use violates the Terms of Service.

 

Account access

Customer users may use only the Account assigned to them through the activation process. They shall not share any usernames or passwords with anyone and they shall not attempt to use any other Account, username, or password to enter the Service, other than their own. Customer users further agree that they shall not attempt to impersonate any other person/user by misrepresenting an identity as any other than their own.

 

CONTENT

Content provided by User and used through the Service shall be exclusively owned by User including any and all rights and interest therein. Under no circumstances will Company be held accountable for any loss of or damage to customer data. By becoming a Customer, you acknowledge that you forfeit the right to hold Company accountable for any and all technical use errors, including loss of user files (customer data). For best practices, Company should have its own copies within its data environment.

Company expressly prohibits the use of its Services for the illegal transmission of copyrighted material and will respond if notified by content owners to disable copyrighted material from being transmitted via its Services. In addition, Company may disable or cancel individual accounts if these accounts are found to be illegally transferring copyrighted material. Please refer to the Privacy Policy for a further understanding of this paragraph.

All interactions using the Service are between the Administrator and their authorized users. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We may also provide some content to you as part of the Services. However, Company is not an agent of any transacting party nor is it a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between Customer and the applicable third-party. Similarly, we are not responsible for any third-party content accessed using the Services, and Customer hereby irrevocably waives any claim against Company with respect to such sites and third-party content.

Further, Company shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Customer and any such third-party. Customer should make whatever investigation necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. Customer is solely responsible for any dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should Customer have any problems resulting from its use of any third party services, or should it suffer data loss or other losses as a result of problems with any other service providers or any third-party services, Company shall not be held responsible for any loss, unless the problem was the direct result of any breaches created by Company.

 

SUSPENSION AND CANCELLATION

If a Customer is not in good standing, Company reserves the right, in its sole discretion, to deactivate a Customer account for any reason or for no reason and may exercise such right at any time, with or without prior notice. By agreeing to the Terms of Service you grant this right.

Cancellation of an Account is effective at the end of the then current annual period or when a Customer receives a notice of cancellation communication via email or the US Postal Service.

Cancellation by Customer

Customers may cancel their user of the Service at any time, by non-use. Administrators can remove all content and delete all device user access from the Account at any time. Any Customer fees paid in advance are non-refundable, except where Company has breached any terms of use requirements and then only based on Customer down time and not to exceed the total Customer fees paid in the then current annual period.

 

JURISDICTION

These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts-of-law principles. Please note that your use of the Services may be subject to other local, state, national, and international laws. Customer expressly agrees that exclusive jurisdiction for any claim or dispute with Company or relating in any way to the use of the Services resides in the courts of the State of California and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of California in connection with any such dispute including any claim involving Company or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect. A printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.

By using the Service, accept where prohibited by Law, Customers outside the United States understand and consent to the processing of personal information in the United States.

 

OTHER TERMS

If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect. A printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.

 

MISCELLANEOUS

Company may assign this contract, in whole or in part, at any time with or without notice to Customer. Customer may not assign this contract, or any part of it, to any other party. Any attempt by Customer to do so is void. ANY CLAIM RELATED TO THIS CONTRACT OR THE SERVICE MUST BE BROUGHT WITHIN ONE YEAR. THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS. IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS. The failure of Company to exercise or enforce any right or provision of the terms and conditions shall not constitute a waiver of such right or provision. The section titles in these terms and conditions are for convenience only and have no legal or contractual effect.