NanoString Technologies

NANOSTRING TECHNOLOGIES, INC.

TERMS OF SERVICE

Last Updated: June 15, 2009

Acceptance of Terms of Service

This website is owned and operated by NanoString Technologies, Inc. (“NanoString” or “we”, “our”, or “us”). These Terms of Service (“Agreement”) are a binding legal agreement between you and NanoString regarding your use of the website at www.NanoString.com (“Website”) and any service available from the Website (“Service”). Please read this Agreement carefully. By browsing the Website or registering for or using a Service, you accept this Agreement and any modifications that we may make to this Agreement from time to time. If you do not agree to any provision of this Agreement, you must not use the Website or any Service.

BY CLICKING ON THE “I AGREE” BUTTON OR OTHERWISE SUBMITTING YOUR INFORMATION TO NANOSTRING, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE “CANCEL” BUTTON OR DO NOT SUBMIT ANY OF YOUR INFORMATION TO NANOSTRING.

The Website and Services

Visitors to the Website are able to browse information about NanoString products and services. The Services will allow you, in accordance with this Agreement, to sign up for the NanoString RSS feed, email newsletter, and webinars. If you are a NanoString customer, you may also use NanoString online tools via the Services, including submitting design files to NanoString, in accordance with this Agreement and any other mutually executed written agreement between you and NanoString (“Customer Agreement”).

Eligibility

You must be 18 years of age or older to use the Website or any Service. Use of a Service is void where prohibited. You represent and warrant that the profile information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into, and abide by the terms of this Agreement. The Website and Services are not intended for those under the age of 18.

Registration for Services

When requesting a Service, you must provide NanoString accurate and complete information, including a verified email address, and promptly update this information to keep it current. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may decline, suspend, or terminate your use of the Services.

Customer Accounts

If you are a NanoString customer, NanoString may provide you a username and password to access a NanoPortal account. You are solely responsible for all activities that occur through your NanoPortal account. To protect your account from unauthorized use, do not provide your username or password to anyone else. Please notify us immediately of any unauthorized use of your account or any other breach of security by either calling 888.358,6266 or sending an email to nanoportal@nanostring.com.

Once you have activated your account, you may upload certain materials to NanoString (“Customer Materials”) and request Services from NanoString in accordance with your Customer Agreement. You must not upload Customer Materials unless you own all necessary rights, or have permission from the rightful owner of the Customer Materials, to grant NanoString all of the license rights granted in this Agreement. You must not submit any Customer Materials that violate any law or breach any duty toward or rights of any person or entity. For any Customer Materials, you grant to NanoString a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully sublicensable, and transferable license to use, reproduce, modify, translate, adapt, distribute, prepare derivative works of, and transmit the Customer Materials for the purpose of providing the requested Services to you. You retain all rights in your Customer Materials, subject to the rights granted to NanoString in this Agreement.

NanoString reserves the right to refuse, review, or delete any Customer Materials in its sole discretion You remain solely responsible for: (i) any errors or omissions in your Customer Materials; (ii) any liability arising out of your Customer Materials or NanoString’s failure to display your Customer Materials; and (iii) any liability arising out of your use of any content from the Website or Services. Except as expressly agreed by NanoString in a Customer Agreement, under no circumstances will NanoString or its stockholders, directors, officers, employees, agents, representatives, partners, or affiliates be held liable for any loss or damage caused by your Customer Materials or by your reliance of any content obtained through the Website or Services.

Restrictions

You must comply with all applicable laws when using the Website or any Service. Except as may be expressly permitted by applicable law, expressly enabled by a feature of a Service, or otherwise agreed in writing by Nanostring in a Customer Agreement, you will not, and will not permit anyone else to: (a) store, copy, modify, or distribute any of the content made available on the Website or via a Service; (b) compile or collect any content available on the Website as part of a database or other work; (c) use any automated tool (e.g., robots, spiders) or manual process to monitor, store, copy, modify, distribute, or resell any content from the Website; (d) frame or otherwise incorporate the Website or any portion of the Website as part of another website; (e) reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Website, use of the Website, or access to the Website (including without limitation the display of third party advertising); (f) circumvent or disable any digital rights management, usage rules, or other security features of the Website, a Service, or any content on the Website; (g) use the Website or a Service in a manner that threatens the integrity, performance, or availability of the Website or any Service; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Website or any content on the Website.

Your Responsibilities

The Website and Services and any content provided on the Website or via any Service is owned by NanoString or its licensors or suppliers. NanoString grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Website or content provided via a Service solely for your own non-commercial use.

Under no circumstances will NanoString or its stockholders, directors, officers, employees, agents, representatives, partners, or affiliates be held liable for any loss or damage caused by your reliance on information obtained through the Website. It is your responsibility to evaluate the information, opinions, advice, or other content available on the Website, and to seek qualified professional assistance as applicable.

Modifications to the Website and Services

NanoString reserves the right to modify or discontinue, temporarily or permanently, all or a part of the Website or any Service without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or any Service.

Term and Termination

This Agreement is in effect at any time that you use the Website. Your Services and your account (if any) remain in effect until either you or NanoString terminate your Services or account as provided by this Agreement. To terminate your Services or account, please send an email to NanoString at the address below. Termination of your Services or account is your sole right and remedy with respect to any dispute with us regarding the Website, any Service, or this Agreement. We may terminate your Services or account at any time for any reason by providing you with notice in any reasonable manner, including via email and via notices posted on the applicable Website. Your rights under this Agreement will terminate automatically if you breach any part of this Agreement.

You will remain liable for all obligations related to your account even after such account is closed. NanoString is not liable for any loss of Customer Materials, messages, data, or any other information caused by any closure of your account.

Privacy Policy

We may collect registration and other information about you through the Website or a Service. Our collection and use of this information is described in the Privacy Policy available at http://www.NanoString.com/corporate/privacy/

Trademarks

NanoString Technologies, Nanostring, nCounter, Molecules that Count, and the NanoString logo are the trademarks or registered trademarks of NanoString. Any other mark that appears on the Website or via a Service is the property of its respective owner.

Ownership

We, our affiliates, and our suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Website, Services, and any products described on the Website or via the Services. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to you.

Feedback

If you provide feedback to us regarding the Website or any Service (“Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us perpetual and irrevocable license to use the Feedback for any purpose.

Research Use Only

Nanostring’s products are in the laboratory research phase of development and have not been demonstrated to be safe or effective as in vitro diagnostic products. Accordingly, they are labeled “For Research Use Only. Not for use in diagnostic procedures.” Any use of Nanostring’s products and the associated information provided on the Website or via a Service is for laboratory research only and not for a diagnostic, therapeutic, or other clinical purpose.

No Medical Advice

BY USING THE WEBSITE, A SERVICE, OR ANY MATERIALS PROVIDED ON THE WEBSITE OR VIA A SERVICE, YOU ACKNOWLEDGE THAT NANOSTRING IS PROVIDING THE MATERIALS FOR INFORMATIONAL PURPOSES ONLY AND THAT THE MATERIALS ARE NOT PROVIDED TO YOU FOR THE PURPOSE OF GIVING YOU MEDICAL ADVICE, OR INSTRUCTION ON THE APPROPRIATE USE OF PRODUCTS PRODUCED OR SUPPLIED BY NANOSTRING, ITS AFFILIATES OR ITS PARTNERS, LICENSORS OR SUPPLIERS. YOU SHOULD NOT RELY ON THE MATERIALS PROVIDED ON THE WEBSITE OR VIA A SERVICE IN DECIDING ON A TREATMENT PLAN OR IN EVALUATING ANY OTHER MEDICAL ADVICE REGARDING ANY DISEASE OR MEDICAL CONDITION. NANOSTRING, ITS AFFILIATES AND ITS PARTNERS, LICENSORS AND SUPPLIERS STRONGLY URGE THAT YOU CONSULT WITH A PHYSICIAN IN CONNECTION WITH ANY AND ALL TREATMENT OPTIONS THAT MAY BE AVAILABLE TO YOU. THE PRODUCTS DESCRIBED ON THIS SITE ARE SUBJECT TO FEDERAL LAW GOVERNING THEIR USE AND SALE, AND ARE NOT APPROVED FOR CLINICAL USE IN THE UNITED STATES OR ANY OTHER COUNTRY. NOTHING IN THIS SITE IS INTENDED TO CONSTITUTE A CLAIM OR INDICATION FOR CLINICAL USES OF THE DEVICES DESCRIBED.

Warranty Disclaimers

YOUR USE OF THE WEBSITE, ANY SERVICE, OR ANY MATERIAL PROVIDED ON THE WEBSITE OR VIA A SERVICE IS AT YOUR SOLE RISK. THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NANOSTRING EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, SAFETY, OR USEFULNESS OF THE WEBSITE, ANY SERVICE, OR ANY MATERIALS PROVIDED ON THE WEBSITE OR VIA A SERVICE, AND YOU RELY ON THE WEBSITE OR A SERVICE AT YOUR OWN RISK. ANY CUSTOMER MATERIALS TRANSMITTED THROUGH THE USE OF A SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OF DATA THAT RESULTS FROM THE TRANSMISSION OF ANY MATERIAL THROUGH A SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NANOSTRING OR THROUGH OR FROM THE WEBSITE OR A SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

NEITHER NANOSTRING NOR ITS LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NANOSTRING HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE WEBSITE OR A SERVICE. UNDER NO CIRCUMSTANCES WILL NANOSTRING'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $50. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE TERMS OFFERED BY NANOSTRING TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnity

You will defend, indemnify and hold NanoString and its subsidiaries, stockholders, directors, officers, employees, agents, representatives, partners, affiliates, licensors, and suppliers harmless from any costs, damages, expenses, and liability caused by the Customer Materials or your use of the Website or any Service, your violation of this Agreement, or your violation of any rights of a third party through use of any Service.

Links and Third Party Content

The Website may contain links to third party products, services, and websites. We exercise no control over such third party products, services, and websites, and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through such third party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through third party products, services, and websites.

Updates to this Agreement

We may occasionally update this Agreement. When we do, we will revise the “last updated” date at the top of this Agreement. It is your responsibility to review the most recent version of the Agreement frequently and remain informed about any changes to it. By continuing to use the Website, your account, or a Service, you consent to any updates to this Agreement. This version of the Agreement supersedes all earlier versions, and comprises the entire agreement between you and NanoString regarding the Services.

General Legal Notices

The failure of NanoString to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by NanoString in writing. In the event that a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

By using a Service, you consent to receiving electronic communications from NanoString. These communications will include notices about your account and information concerning or related to the Services. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

This Agreement is governed by the laws of the State of Washington, excluding conflicts of law principles. Any legal actions against us must be commenced within one year after the claim arose. Any controversy or claim arising out of or relating to this Agreement, a Service, or the Website will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in King County, Washington, and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by Washington law. Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property pending the completion of arbitration. By using the Website or a Service, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington.

This Agreement, together with any Customer Agreement between you and NanoString (if any), is the final agreement between you and NanoString regarding the Website and the Services. In the event of any conflict between a provision of this Agreement and a provision of a Customer Agreement, the provision of the mutually executed written customer agreement will control.

Contacting Us

If you have any questions or concerns about this Agreement, the Website, or a Service, please send us a message by using the provide feedback form for this page.  The provide feedback button is in the left hand navigation bar.