Welcome to iHisto, the website and online service of iHisto, Inc. (“iHisto,” “we,” or “us”). This document outlines the terms and conditions governing your use of our online services, histopathology services, website, and software provided in connection with these services (collectively, the “Service”). By accessing or placing orders for any Service from iHisto, you agree to abide by these terms and conditions (the “Terms”). If you do not agree to these terms and conditions, iHisto will not be able to provide you with the Service, and you should refrain from requesting or ordering the Service from iHisto.

 

USE OF OUR SERVICE

These terms constitute a legally binding contract between you and iHisto. It is important that you read and agree to these terms before using or requesting the Service. You are only allowed to use the Service in compliance with these Terms, as well as all relevant local, state, national, and international laws, rules, and regulations. The Service is strictly prohibited for anyone under the age of 13 and is considered a breach of this Agreement. Individuals previously banned from the Service by iHisto are not eligible to access it.

 

If you request the Service on behalf of a corporation, organization, or another legal entity, then (a) the term “you” includes both you and that entity, and (b) you confirm that you are an authorized representative of that entity, with the power to legally bind the entity to these Terms. You also affirm your agreement to these Terms on behalf of the entity. iHisto reserves the right to terminate or suspend your access to the Service without notice and without incurring liability if it determines that you have violated any provision of these Terms. In the event of termination, you are still obligated to adhere to these Terms.

 

DEFINITIONS

For the purposes of these Terms:

“Client Materials” refer to the specimens and other materials provided by the Client to iHisto in connection with the iHisto Service.

“Deliverables” pertain to any specific deliverables outlined in an iHisto Service Order, intended to be provided by iHisto to the Client.

“iHisto Service Order” denotes an order placed by the Client using iHisto’s online order form or any other written request for iHisto Service submitted to and accepted by iHisto in writing.

 

CHANGES

iHisto retains the right to unilaterally amend these Terms and will provide notification of these modifications as detailed below. Once iHisto Service Orders are mutually accepted by both iHisto and the Client or after the submission of samples, no alterations can be made. Changes to a iHisto Service Order can only be implemented in writing and must be signed and authorized by both the Client and iHisto. If the Client intends to make any changes, appropriate written requests for change orders should be discussed with iHisto, and any corresponding price adjustments need to be agreed upon in writing.

 

CONFIDENTIALITY

iHisto acknowledges that while providing the Service as outlined in this agreement, iHisto, its employees, or consultants may be privy to your specimens and other materials designated in writing as confidential by you ("Client Confidential Information"). iHisto commits to refraining from disclosing any received Client Confidential Information to any third party, excluding iHisto's third-party vendors, consultants, and service providers engaged in Service on our behalf and subject to confidentiality obligations, without obtaining your prior written consent. The Client acknowledges that during the course of receiving the Service, the Client, its employees, or consultants may come into possession of technical, business, or other information from iHisto ("iHisto Confidential Information"). The Client agrees not to disclose any iHisto Confidential Information to any third party without obtaining prior written consent from iHisto.

 

CLIENT’S OBLIGATIONS

The Client shall assume responsibility for obtaining all necessary rights and permissions from third parties, if applicable, for the development and utilization of any Client Materials by iHisto under this agreement. The Client affirms and warrants that the Client Materials do not contain personal data, including personally identifiable information or protected health information as defined by applicable law. The Client further affirms and warrants that they possess explicit written consent from any relevant individual related to or affected by the Client Material (e.g., individuals whose tissue is depicted in slides). This consent includes all legally required permissions to share the Client Material with iHisto for Service performance. The Client confirms having obtained all required licenses and permissions to share Client Materials with iHisto for the purpose of Service provision, ensuring compliance with all relevant foreign, federal, state, and local laws, regulations, rules, codes of conduct, contractual requirements, and other applicable stipulations.

 

Additionally, the Client commits to ensuring that:

The Client Materials are suitable for iHisto's use in performing the Service.

The Client Materials conform to specifications stated in the iHisto Service Order.

Information provided on any iHisto Service Order is accurate, complete, and continuously updated.

Any use of the Client Materials by iHisto, following Client's instructions (express or implied), will not infringe upon any intellectual property rights of third parties, including but not limited to registered copyrights, trademarks, United States Patents, privacy rights, or other intellectual property held by third parties.

iHisto will provide the Client with iHisto Service in accordance with the fees, rates, and/or prices specified in iHisto Service Orders, unless explicitly stated otherwise in applicable iHisto Service Orders. Changes to the scope of an iHisto Service Order must be documented in writing and executed by authorized representatives of both parties. However, if, at the written request of the Client, iHisto undertakes work not covered by a specific iHisto Service Order or exceeding the defined scope of iHisto Service, the Client shall compensate iHisto accordingly.

 

NO WARRANTY

The Service is provided on an "as is" and "as available" basis. Your use of the Service is undertaken at your own risk. To the fullest extent permitted by applicable law, the Service is provided without any form of warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a specific purpose, or non-infringement. Any advice or information, whether conveyed orally or in writing, that you acquire from iHisto or through the Service does not establish any warranty that is not expressly articulated herein.

 

Without constraining the preceding, iHisto, its subsidiaries, affiliates, and licensors do not guarantee that the content within the Service is accurate, reliable, or precise. iHisto makes no assurances that the Service will meet your particular requirements, operate continuously and securely without disruptions, or that any defects or errors will be rectified. Furthermore, iHisto does not warrant that the Service is free from viruses or other destructive components. Any content downloaded or obtained through your use of the Service is done so at your own risk, and you assume sole responsibility for any harm to your computer system or mobile device, or any loss of data resulting from such downloads or your utilization of the Service.

 

iHisto does not endorse, warrant, guarantee, or take on responsibility for any product or service advertised or provided by third parties through the Service or via linked websites or services. iHisto will not be party to, or oversee in any manner, any transaction between you and third-party providers of products or services. In certain jurisdictions, federal law, states, provinces, or other applicable regions, the exclusion and limitations of specific implied warranties may not be permissible. The aforementioned exclusions might not apply to you due to these specific legal rights, which may differ from one jurisdiction to another.

 

The disclaimers and exclusions stated in these terms shall not apply to the extent prohibited by applicable law.

 

LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, under no circumstances shall iHisto, its affiliates, agents, directors, employees, suppliers, or licensors be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, arising from or related to the use of, or inability to use, the Service. In no event shall iHisto be held responsible for any damage, loss, or injury resulting from hacking, tampering, or unauthorized access or use of the Service, your account, or the information contained therein.

 

To the maximum extent permitted by applicable law, iHisto assumes no liability or responsibility for:

Errors, mistakes, or inaccuracies of content.

Personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Service.

Unauthorized access to or use of our secure servers and any personal information stored therein.

Interruption or cessation of transmission to or from the Service.

Bugs, viruses, trojan horses, or similar malicious elements transmitted through the Service by any third party.

Errors or omissions in any content, or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service.

Content provided by third parties or the defamatory, offensive, or illegal conduct of any third party.

Under no circumstances shall iHisto, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs exceeding the amount you paid to iHisto under this agreement or $100.00, whichever is greater.

 

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if iHisto has been informed of the possibility of such damages. This limitation of liability applies to the fullest extent allowed by law in the applicable jurisdiction.

 

Certain states may not permit the exclusion or limitation of incidental or consequential damages, so the aforementioned limitations or exclusions might not apply to you. This agreement provides you with specific legal rights, and you may also possess additional rights that vary from state to state. The disclaimers, exclusions, and limitations of liability stated in this agreement will not apply to the extent prohibited by applicable law.

 

The Service is controlled and operated from facilities located in the United States. iHisto does not make representations regarding the suitability or availability of the Service for use in other locations. Those accessing or using the Service from jurisdictions other than the United States do so by their own choice and are solely responsible for complying with all applicable local and United States laws and regulations, including export and import regulations. The Service may not be used by residents of countries embargoed by the United States, or by foreign individuals or entities blocked or denied by the United States government. Unless explicitly stated otherwise, all materials on the Service are intended solely for individuals, companies, or entities located within the United States.

 

PRICE AND PAYMENT

The Client agrees to remunerate for the Service and/or products in accordance with the prices specified in each iHisto Service Order applicable at the time the Service is rendered. The indicated prices do not encompass slide transport/storage boxes, packaging, and postage, the costs of which will only be determined during invoicing and subsequently added to the final invoice. Standard payment terms for iHisto dictate that payment is expected UPON RECEIPT of the invoice issued by iHisto upon the completion and shipment of the order. Depending on the scale and complexity of the project, an initial pre-payment, progressive payments, or unconventional payment terms may be obligatory. The details regarding these terms will be provided in iHisto's Work Estimate or Project Quote. In the event of the Client failing to submit payment to iHisto by the designated deadline, the entirety of the Client's account(s) with iHisto will become immediately due and payable without any requirement of notice or demand. Any outstanding amounts are subject to service charges at a rate of 1.5% per month. The Client holds no entitlement to modify or cancel any previously placed product or Service order without written consent from iHisto and without remitting all associated charges, expenses, commissions, and reasonable profits owed to or incurred by iHisto. Custom-fabricated or ordered items and supplies are non-cancellable and non-returnable, entailing no eligibility for a refund.

 

SPECIMEN SUBMISSION REQUIREMENTS AND DISCLAIMERS

To facilitate a service of superior quality and efficiency for the Client, iHisto has formulated the following stipulations and disclaimers to ensure the viability of the Client's specimens upon receipt. iHisto cannot be held liable for:

 

Specimens submitted without utilizing iHisto’s Service Order or any inaccuracies on such Service Order attributed to the Client.

Illegible identification numbers inscribed on specimen manifests, containers, or cassettes.

The quality of slides sectioned and/or stained by iHisto from inadequately processed tissue presented to us as paraffin blocks.

Labeling that becomes obliterated during the processing of cassettes labeled with unsuitable ink.

Unanticipated outcomes.

Furthermore, if the Client submits any "untried" tissue, material, or antibody to iHisto for "R&D" (Research and Development) assessment, the Client is accountable for compensating iHisto for the expended time and efforts, irrespective of whether the outcomes align with the Client's expectations. Subpar specimens dispatched to iHisto in cassettes are not iHisto’s responsibility, and the Client is entrusted with adequately trimming their tissue samples. Unsatisfactory outcomes from special stain and IHC runs in the absence of an iHisto control slide are beyond iHisto's control. Damages resulting from missing instructions are the responsibility of the Client, who is obligated to provide specific instructions for every online order. If the Client provides iHisto with tissue samples that are poorly prepared or processed (including glass slides and specimens) and said samples cause damage to iHisto's equipment, the Client will bear the cost of any expenses incurred by iHisto for repairing or replacing the equipment.

 

INTELLECTUAL PROPERTY

Both Parties shall retain ownership of all rights, titles, and interests in any inventions exclusively generated by their respective employees, agents, and independent contractors in the process of conducting activities outlined within this Agreement throughout its duration. This ownership extends to all accompanying intellectual property rights, including applications or other forms of protection for any of the aforementioned. Notwithstanding the above, iHisto acknowledges and concurs that all Deliverables, Client Materials, and Client Confidential Information, with the exception of any iHisto intellectual property or intellectual property rights inherent therein and within the confines of the terms outlined herein, will be the sole property of the Client.

 

Despite the foregoing, iHisto is granted the right to utilize Client Materials and Deliverables for internal purposes, including but not limited to enhancing its Service. If, in relation to an order for Service, Client agrees to provide data for iHisto's HistoCloud database, then Client consents to license Client Materials and Deliverables for utilization by iHisto within the Histocloud database, subject to the provisions detailed in the Database Contribution License.

 

It is acknowledged by the Client that iHisto possesses or may acquire in the future analytical methods, technical expertise, and software independently developed by iHisto. These shall remain the exclusive property of iHisto. Any improvements or advancements made to iHisto's procedures or methods, independently developed by iHisto, and inherent to the provision of Service under this Agreement, shall exclusively belong to iHisto.

 

ENTIRE AGREEMENT

These Terms encompass the full, comprehensive, and exclusive agreement between the parties regarding the subject matter herein and encapsulate all agreements and conditions of sale. No terms or conditions other than those delineated herein shall bind iHisto, and these terms may not be supplemented, altered, superseded, or otherwise modified except through a written amendment executed by both the Client and iHisto, bearing the signature of iHisto's President. All transactions shall be exclusively governed by the terms and conditions contained herein. The Client shall be considered to have given their consent to all terms and conditions herein if any portion of the goods and/or Service described herein is dispatched or an invoice is presented in connection with the said goods and/or Service.

 

Indemnification:

The "Client" shall defend, indemnify, and hold "iHisto" and its officers, directors, and employees harmless from any and all claims, suits, actions, proceedings, liabilities, losses, damages, or expenses, including legal and expert fees and expenses and all costs of investigation. This indemnification arises from (i) any breach of terms in this Agreement by the Client; (ii) any use of "Client Materials"; (iii) violation of any third-party rights, including privacy and intellectual property; (iv) violation of any applicable laws, rules, or regulations; (v) submission of any content, including misleading or false information; or (vi) any willful misconduct. The Client shall reimburse iHisto for all incurred expenses, including counsel fees and expenses, related to such claims or actions.

 

Non-Waiver:

iHisto's failure to enforce strictly any term or condition in this agreement shall not be considered a waiver of its rights or remedies, whether currently or in the future. Waiver of any term or condition requires a written and signed statement by the President of iHisto.

 

Set-Off:

The Client is not entitled to offset any amounts owed by iHisto against amounts owed to the Client within the scope of this transaction.

 

Severability; Assignment:

If any part of this agreement, or any portion thereof, is deemed invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable part shall not affect the validity of the remaining agreement. The Client is prohibited from transferring or assigning this Agreement, while iHisto can assign it without any restrictions. Any attempted transfer or assignment by the Client in violation of this clause shall be considered null and void.

 

 

Governing Law and Arbitration:

Governing Law:

You acknowledge and agree that: (i) the Service shall be considered to be primarily based in Massachusetts; and (ii) the nature of the Service is such that it does not establish personal jurisdiction over us, whether specific or general, in any jurisdiction other than Massachusetts. This Agreement shall be governed by the internal laws of the State of Massachusetts, without regard to its conflict of laws principles. The parties acknowledge that this Agreement involves interstate commerce. Despite the preceding statements regarding substantive law, any arbitration carried out according to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. You consent to the personal jurisdiction of the federal and state courts located in Massachusetts for any actions in which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or potential infringement, misappropriation, or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as detailed in the Arbitration provision below, including any interim relief needed to prevent irreparable harm. You concur that Massachusetts is the appropriate forum for appeals of arbitration awards or for trial court proceedings in the event that the arbitration provision below is deemed unenforceable.

 

Arbitration:

Please review this section thoroughly, as it necessitates that parties arbitrate their disputes and sets limits on how you can seek relief from the company. In the event of a dispute with the company, you agree to first contact us at info@ihisto.io and attempt to resolve the dispute informally. If, after sixty (60) days, Company has not been able to resolve a dispute with you, we both agree to resolve any claim, dispute, or controversy (except for claims involving injunctive or other equitable relief as outlined below) arising from or related to this Agreement, or its breach (collectively referred to as "Claims"), through binding arbitration via JAMS, using the Optional Expedited Arbitration Procedures currently in effect for JAMS, with exceptions as provided herein. JAMS can be contacted at www.jamsadr.com. Unless agreed otherwise, the arbitration will take place in Massachusetts. If you use the Service for commercial purposes, each party is responsible for the payment of JAMS filing, administrative, and arbitrator fees as per JAMS rules. The arbitrator's decision will include arbitration costs, reasonable attorney's fees, and reasonable costs for expert witnesses and other witnesses. For individuals using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee to initiate your case, unless you successfully apply for and receive a fee waiver from JAMS; (ii) the arbitrator's decision may include your arbitration costs, reasonable attorney's fees, and reasonable costs for expert and other witnesses; and (iii) you can file a suit in a small claims court with competent jurisdiction without undergoing arbitration, although this does not exempt you from participating in informal dispute resolution. Any judgment based on the arbitrator's decision can be entered in any court with competent jurisdiction. Nothing in this section prevents Company from seeking injunctive or other equitable relief from courts as needed to prevent actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights, or other proprietary rights.

 

Class Action/Jury Trial Waiver:

For all individuals and entities, regardless of whether they have used the Service for personal, commercial, or other purposes, all claims must be brought on an individual basis, and not as a plaintiff or class member in any supposed class action, collective action, private attorney general action, or other representative proceeding. This waiver is applicable to class arbitration, and, unless agreed otherwise, the arbitrator may not consolidate claims from more than one person. By entering into this Agreement, you and Company are both waiving the right to a trial by jury and to participate in a class action, collective action, private attorney general action, or any similar representative proceeding.

 

Notification Procedures and Changes to These Terms:

iHisto is not responsible for any automatic filtering applied by you or your network provider to the email notifications we send to the email address you provide. iHisto holds the discretion to modify or update these Terms periodically, and therefore, you should periodically review this page. When we make significant changes to these Terms, we will update the 'last modified' date at the bottom of this page. Your continued use of the Service after any such change indicates your acceptance of the new Terms. If you do not agree to these terms or any future Terms of Use, refrain from using or accessing (or continuing to access) the Service.

 

These Terms were last modified on Aug 23th, 2023.