By using Bioanalytical Systems, Inc.’s d/b/a Inotiv (“BASi®,” “We,” “Us”) inotivco.com website (the “Site”), you agree to be bound by all terms, conditions and notices contained or referenced herein (the “Terms”). We reserve the right to change the Terms by posting revisions to [insert URL of terms] at any time. You should ensure that you have read and agree with our most recent Terms and Your continued use of the Site indicates your agreement to any revised terms and to be bound by the modified and amended Terms. This website is designed for and intended to be accessed solely by individuals in the United States of America.
These Terms constitute a legal agreement between BASi® and you. By using the Site, you are accepting and agreeing to these Terms on behalf of yourself or the entity you represent in connection with such use. You represent and warrant that you have the right, authority, and capacity to accept and agree to these Terms on behalf of yourself or the entity you represent.
IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD NOT USE OR SHOULD STOP USING THE SITE.
License and User Conduct
BASi® grants you a limited, non-transferable, revocable, non-exclusive license to access and make personal use of this Site. Except as set forth below, you may not download or modify the Site, or any portion of the Site, except with express written consent of BASi®. This Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of BASi®. Any unauthorized use of the Site shall automatically terminate the license granted to you by BASi® for such use.
You agree to abide by all applicable international, federal, state and local laws and regulations in your use of this Site. You agree that BASi® may terminate your use of the Site in BASi’s sole discretion for any reason.
If you are under eighteen (18) years of age, you may use the Site only with involvement of your parent or guardian. BASi® reserves the right to refuse service, remove or edit content, or cancel orders in its sole discretion.
You shall not access or attempt to access password protected, secure, or non-public areas of the Site, except with the authorization of BASi®. BASi® has no obligation to monitor the Site; however, you acknowledge and agree that BASi® has the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation, or other governmental request, to operate the Site properly, or to protect itself or others.
You acknowledge that the Site and the materials available on the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights (“Intellectual Property”) and are owned by BASi® or are used by permission. You may download or print copies of portions of the materials on the Site, provided that you only use such copies for your own personal, non-commercial use and do not modify or alter these copies in any way, or delete or change any copyright, trademark or patent notices therein. No right, title or interest in any downloaded or printed materials is transferred to you. Except as we may expressly authorize, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the materials on the Site. You may only use the materials and the Intellectual Property on the Site as expressly permitted in these Terms and for no other purpose. The BASi® word mark and other names of BASi’s products and services referenced herein are trademarks of BASi®.
If you submit comments, suggestions, ideas or other communications to BASi® (“Submissions”), You are solely responsible for all Submissions that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Site.
You understand and acknowledge that Submissions are voluntary, gratuitous, unsolicited, and without restriction, and represent and warrant that:
(a) you own the intellectual property rights in the Submissions posted by you or otherwise have the right to post the Submissions and grant the license set forth below, and (b) the posting and use of your Submissions on or through the Site does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person.
You hereby grant BASi® an unlimited, irrevocable, fully paid and royalty-free, perpetual, worldwide right to re-use, distribute, store, delete, translate, copy, modify, display, sell, create derivative works from and otherwise exploit such Submissions for any purpose and in any media formats in any media channels without compensation to you.
BASi® reserves the right, but shall not be obligated, to remove any Submissions at any time in its sole and absolute discretion.
DO NOT PROVIDE SUBMISSIONS OF CONFIDENTIAL INFORMATION OR OTHER CREATIVE MATERIALS IN WHICH YOU DO NOT WISH TO GRANT US THE FOREGOING RIGHTS.
This Site may contain links to other external sites. The links are provided “as is.” You should be aware that you use them at your own risk. BASi® does not endorse, and BASi® is not liable for any content, products, services, software or other materials available on such other sites, even if a page or pages of the other sites are framed with a page of this Site. BASi® is not responsible for the privacy practices or the content of other sites. For your protection, please refer to the terms of service and privacy policies of the respective sites. You acknowledge, understand and agree that BASi® shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such other sites. BASi® shall not be liable for any errors or delays in the content, goods or services available on such other sites, or for any actions taken or not taken in reliance thereon.
Correction of Errors and Inaccuracies
The information on this Site may contain typographical errors or inaccuracies and may not be complete or current. BASi® therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.
The rights granted to you in these Terms are subject to the following prohibited activities on or through the Site. You agree not to: (1) use a robot, spider, script, automated process, or manual process to “scrape” the Site’s listings or content; (2) take any action that imposes an unreasonable or disproportionately large load on BASi’s hardware or software infrastructure; (3) attempt to reverse engineer, decompile, disassemble or otherwise obtain the source code to the Site; (4) engage in or promoting any illegal activities; (5) engage in any activity that markets another business or attracts BASi® customers to a third party; (6) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Site, or any other BASi® system, device or property; (7) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Site; and (8) you agree not to take any action that infringes or violates the intellectual property rights, privacy rights, or any other rights of anyone else.
Not Medical Advice
The Site is not designed to and does not provide medical advice, professional diagnosis, opinion, treatment or services to you or to any other individual. The information provided in this Site, or through linkages to other sites, is not a substitute for medical or professional care, and you should not use the information in place of a visit, call consultation or the advice of your physician or other healthcare provider.
YOU UNDERSTAND THAT ANY PRODUCTS, SERVICES AND SITE, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT INTENDED FOR USE IN A MEDICAL EMERGENCY AND BASi® CANNOT PROVIDE ANY EMERGENCY MEDICAL SERVICES IN THE EVENT OF AN EMERGENCY.
While BASi makes all reasonable efforts to follow, or implement, security best practices, BASi cannot guarantee that unauthorized parties will never be able to defeat our security measures or use your Account or the Site for improper purposes.
BASi reserves the right, at any time, to modify, suspend, or discontinue the Site or any part thereof with or without notice, provided that BASi shall use commercially reasonable efforts to provide notice as soon as possible. You agree that BASi will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or any part thereof. Any future release, update, or other addition to functionality of the Site shall be subject to these Terms.
Disclaimer of Warranties
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. BASI DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR FREE, OR VIRUS FREE, OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. INFORMATION OBTAINED THROUGH THE SITE HAS NOT BEEN VERIFIED, AND BASI DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT SUCH INFORMATION IS ACCURATE, COMPLETE, RELIABLE, OR OTHERWISE VALID.
BASI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE.
Limitation of Liability
YOU ACKNOWLEDGE THAT YOU ARE 18 YEARS OF AGE, OR OLDER, OR THAT YOU ARE ONLY USING THE SITE UNDER THE SUPERVISION OF YOUR PARENT OR GUARDIAN. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT INFORMATION TRANSMITTED THROUGH THE INTERNET IS NEVER COMPLETELY SECURE. NEITHER BASI, NOR ANY OF BASI’S EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, OR LICENSORS (COLLECTIVELY, “BASI ASSOCIATES”) SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ATTORNEYS’ FEES, OR FOR LOST DATA OR LOST PROFIT, ARISING OUT OF YOUR USE OF THE SITE OR INABILITY TO GAIN ACCESS TO OR USE THE SITE OR OUT OF ANY BREACH OF ANY WARRANTY, EVEN IF BASI OR AN BASI ASSOCIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.
YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH BASI IS TO STOP USING THE SITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN SUCH STATES AND JURISDICTIONS AGGREGATE LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IF THE FOREGOING LIMITATIONS ARE UNENFORCEABLE, YOU AGREE THAT BASI’S AGGREGATE LIABILITY TO YOU UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO BASI (IF ANY) IN THE THREE (3) MONTHS PRIOR TO THE ACCRUAL OF ANY SUCH CLAIM.
THE SITE IS CONTROLLED, OPERATED AND ADMINISTERED BY BASI FROM ITS OFFICES WITHIN THE UNITED STATES. BASI MAKES NO WARRANTY OR REPRESENTATION THAT MATERIAL AVAILABLE THROUGH THE SITE IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. IF YOU ACCESS THE SITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, AND BASI ACCEPTS NO RESPONSIBILITY FOR SUCH ACCESS.
YOU ACKNOWLEDGE AND AGREE THAT ANY AND ALL DISCLAIMERS IN THESE TERMS AND THE PROVISIONS OF THESE TERMS REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN BASI AND YOU.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS BASI AND THE BASI ASSOCIATES, FROM AND AGAINST ANY CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING ALL COSTS OF LEGAL PROCEEDINGS AND ATTORNEYS’ FEES, ARISING IN CONNECTION WITH USE OR MISUSE OF THE SITE AND/OR ANY CONTENTS THEREIN, BY YOU, OR IN CONNECTION WITH A VIOLATION OR BREACH OF THESE TERMS BY YOU, INCLUDING WITHOUT LIMITATION, YOUR VIOLATION OF ANY LAWS GOVERNING COMMUNICATIONS OR INTELLECTUAL PROPERTY.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Where required, BASi® may give notice to you by a general posting on the Site, by electronic mail, or by conventional mail to your address of record. You may give notice to BASi® by electronic mail or by conventional mail to the address below. If you have any questions about these Terms, the practices of the Site, or your dealings with BASi®, please e-mail or write to:
Bioanalytical Systems, Inc., d/b/a Inotiv
2701 Kent Avenue
West Lafayette, IN 47906 USA
BASi® welcomes your questions and comments.
The laws of the State of Indiana shall govern the validity, performance, enforcement, interpretation and any other aspect of these Terms, without regard to principles of conflicts of laws thereunder. The parties agree to submit to the exclusive jurisdiction and venue of the courts of Marion County, Indiana for any action arising out of these Terms. BASi® may revise these Terms from time to time. You are bound by such revisions and for this reason should periodically review the current Terms to which you are bound. The Site is provided for lawful purposes only. You acknowledge and agree that the provisions, disclosures and disclaimers set forth in these Terms are fair and reasonable and your agreement to follow and be bound by them is not the result of fraud, duress or undue influence exercised upon you by any person or entity. You acknowledge and agree that the Site is for your personal and non-commercial use.
BASi® shall have the right to assign these Terms and to sublicense any and all of its rights under these Terms. These Terms, including any documents referenced herein and any additional operating rules as posted on the Site, represent the entire understanding between you and BASi® regarding your relationship with BASi® and your use of the Site. These Terms supersede all previous written or oral agreements between you and BASi® with respect to such subject matter. Notwithstanding any provision of these Terms, BASi® has available all remedies at law or equity to enforce these Terms.
Term and Termination
These Terms are effective beginning on the earlier of: (i) the date you first use the Site; or (ii) the date you agree to be bound by these Terms; and shall continue for as long as you use the Site, or until terminated in accordance with the provisions of these Terms (the “Term”).
At any time, BASi may: (i) suspend or terminate your rights to access or use the Site; or (ii) terminate these Terms if BASi in good faith believes that you have used the Site in violation of these Terms. If you transfer your rights under these Terms to a third party, such rights to use the Site automatically terminates, and, such third party shall not have any right to use the Site.
Upon termination of these Terms, your Account and your right to use the Site will terminate and, to the maximum extent permitted under applicable law, you must stop all use of the Site.
For greater certainty, if you continue to use any portion of the Site after these Terms have been terminated, these Terms will continue to apply to the extent of such use.