Terms of Service

Updated January 7, 2022

These Terms of Service (“Terms”) govern your usage of our services, including those offered through our websites, mobile applications, and other communications such as emails, phone calls, and texts (collectively, the “Service”). By accessing or using the Service, you represent that you have read, understood, and agree to these Terms, which form a legally binding contract with us. If you do not agree to all of these Terms, do not use the Service.

PLEASE READ THESE TERMS CAREFULLY AS THEY REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Definitions

• The terms “we”, “us”, “our” and “Lab Advisor” refer to Lab Advisor, LLC, a New York entity located at 418 Broadway, STE N, Albany, NY 12207, United States. The terms “you” and “your” refer to the person who accesses or in any way uses the Service. If you are accessing or using the Service on behalf of an entity (for example a business, organization, association or similar) that entity accepts these Terms, and the terms “you” and “your” also refer to that entity.
• “Content” means text, images, photos, audio, video, and all other forms of data or communication.
• “Your Content” means Content that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, questions, answers, revisions, contributions, votes, invitations, photos, videos, messages, and information that you contribute to your Account.
• “User Content” means Content that users submit or transmit to, through, or in connection with the Service (including content submitted by accounts, partners, contractors, or employees of Lab Advisor).
• “Lab Advisor Content” means Content that we create and make available in connection with the Service.
• “Third Party Content” means Content that originates from parties other than Lab Advisor or its users, which is made available in connection with the Service.
• “Service Content” means all of the Content that is made available in connection with the Service, including Your Content, User Content, Lab Advisor Content, and Third Party Content.
• “Account” means the account you use to access Lab Advisor’s websites and mobile applications.
• “Company Account” means an account who manages a Company Page and its Listings.
• “Company Page” means the Lab Advisor page for your company, organization, or institution.
• “Listing” means the Lab Advisor page for a product/service connected to your company.

Changes to the Terms

Use of the Service

• To access or use the Service, you must have the requisite power and authority to enter into these Terms. You may not access or use the Service if you are a competitor of Lab Advisor or if we have previously banned you from the Service or closed your Account.
• We grant you permission to use the Service subject to these Terms. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.
• The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
• Some features offered through the Service require you to create an Account and provide information about yourself. You are responsible for maintaining the confidentiality of your Account password. You are responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason.
• Your Account is for your personal, non-commercial use only. You may not create or use an Account for someone else, impersonate someone else, create multiple Accounts, provide an email address other than your own, or transfer your Account to another person without Lab Advisor’s prior approval.
• Lab Advisor is a social community and as such, by accessing or using the Service, you consent to receive communications from other users and Lab Advisor through the Service, or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls in connection with your usage of the Service. These communications may be initiated by Lab Advisor or users or businesses listed on Lab Advisor, and may promote Lab Advisor or businesses listed on Lab Advisor. You can opt-out of some communications by going to your Account settings. You understand that communications may occasionally be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages or phone calls. You agree to notify us immediately if the phone number(s) you have provided to us have been changed or disconnected. Please note that any communications with Lab Advisor or made through the Service may be monitored and recorded for record-keeping, training and compliance purposes.

Content

Representations and Warranties

1. You represent and warrant that:
• You have read, understood and agree to our Community Guidelines.
• You have read, understood and agree to our Privacy Policy which also governs your use of the Service. If you use the Service outside of the United States of America, you consent to having your personal data transferred to and processed in the United States of America;
2. You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Service to:
• Violate our Terms;
• Submit a fraudulent or defamatory review, induce someone or be induced to submit, remove, or refrain from submitting a review;
• Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
• Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
• Promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes, except in connection with a Company Page or Listing in accordance with the Terms;
• Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service’s search results, or any third party website;
• Solicit personal information from minors, or submit or transmit pornography;
• Violate any applicable law;
• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than Your Content), except as expressly authorized by Lab Advisor;
• Use any robot, spider, Service search/retrieval application, or other automated device, process or means to access, retrieve, copy, scrape, or index any portion of the Service or any Service Content, except as expressly permitted by Lab Advisor;
• Reverse engineer, modify, translate, adapt, edit, decompile, or disassemble any portion of the Service.
• Hotlink or deep-link to any portion of the Service for any purpose without our express written permission;
• “Frame”, “mirror”, reformat, or otherwise incorporate any part of the Service into any other website or mobile application without our prior written authorization;
• Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;
• Record, process, or mine information about users;
• Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of businesses, companies, products, services, or reviews;
• Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Lab Advisor’s technology infrastructure or otherwise make excessive traffic demands of the Service;
• Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
• Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
• Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;
• Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Service Content;
• Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service.

Additional Terms

Indemnity

Disclaimers and Limitations of Liability

1. THE SERVICE AND SERVICE CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE LAB ADVISOR ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. THE LAB ADVISOR ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR THE SERVICE CONTENT. ACCORDINGLY, THE LAB ADVISOR ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE’S INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICE, SERVICE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE COMPANY PAGES, LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), METRICS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.
2. THE LAB ADVISOR ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICE OR THAT OFFER GOODS OR SERVICES THROUGH THE SERVICE, OR THE SERVICE’S USERS. ACCORDINGLY, THE LAB ADVISOR ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SERVICE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.
3. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
4. THE LAB ADVISOR ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE LAB ADVISOR ENTITIES IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
5. THE LAB ADVISOR ENTITIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LAB ADVISOR ENTITIES WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, (v) LOSS OF INFORMATION OR DATA; OR (vi) LIABILITY WITH RESPECT TO A CONSUMER ALERT POSTED ON ANY LAB ADVISOR COMPANY PAGES FOR YOUR BUSINESS. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION (“DISCLAIMERS AND LIMITATIONS OF LIABILITY”) WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

Disputes, Arbitration, and Governing Law

1. EXCEPT FOR EXCLUDED CLAIMS: ANY CLAIM, CAUSE OF ACTION, REQUEST FOR RELIEF OR DISPUTE THAT MIGHT ARISE BETWEEN YOU AND LAB ADVISOR (“CLAIMS”) MUST BE RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS; YOU AND WE AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN OUR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND LAB ADVISOR AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. YOU AND LAB ADVISOR EXPRESSLY WAIVE THE RIGHT TO TRIAL BY A JURY.
2. “Excluded Claims” means: (a) Claims brought by you or Lab Advisor that could be brought in small claims court, if permitted by the rules of that court, or (b) Claims related to intellectual property (like copyrights and trademarks), or a breach of the section above titled “Representations and Warranties”. Excluded Claims may be brought in court. Any issues relating to the scope and enforceability of the arbitration provision will be resolved by the arbitrator. If any Claim cannot be arbitrated in accordance with this provision, then only that Claim may be brought in court and all other Claims remain subject to arbitration. Notwithstanding this paragraph, Company Claims, as defined in Section 3 of the Additional Terms for Company Accounts, are governed by that section.
3. Excluded Claims and Claims that cannot be arbitrated must be brought in court. California law will govern these Terms (to the extent not preempted or inconsistent with federal law), as well as any such Excluded Claim or Claim that cannot be arbitrated, without regard to conflict of law provisions. You or Lab Advisor may seek relief in any small claims court of competent jurisdiction. All other Excluded Claims and Claims that cannot be arbitrated are subject to the exclusive jurisdiction in, and the exclusive venue of, the state and federal courts located within Los Angeles County, California and you consent to the personal jurisdiction of these courts for the purpose of litigating any such Claim.
4. Arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules then in effect. For more information, visit www.adr.org. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.

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Miscellaneous

1. We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
2. Except as otherwise stated in the “Third Party” section above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
3. The Terms contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
4. Any failure on Lab Advisor’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Terms may not be waived, except pursuant to a writing executed by Lab Advisor.
5. If any provision of the Terms is found to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
6. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Lab Advisor’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
7. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Lab Advisor as a result of these Terms or your use of the Service.
8. The section headings in the Terms have no legal or contractual effect and are for readability only.

Account Termination

Copyright Dispute Policy

Additional Terms for Company Accounts

Updated January 7, 2022

Requirements, Representations and Warranties

1. In order to access or use the Services, you agree that:
   • you have the authority to act on behalf of the business or businesses associated with or managed by your Account and bind any such business (including any corresponding business entity) to the Company Terms (such business or businesses, your “Business”);
   • your access to or use of the Company Page and Listings will only be in your capacity as an authorized representative of your Business;
   • your Business complies with applicable laws and does not offer, advertise, sell, or lease illegal products and/or services;
   • you grant Lab Advisor a non-transferable, non-exclusive, royalty-free limited license to display your public website on the Services, or allow for its display through iframes or other framing technology;
   • you agree that we may contact you, including by phone or email, using your contact information, and that our communications with you may be recorded for record-keeping, training and compliance purposes;
   • you understand that Lab Advisor is an unbiased platform, and as such, your Company Page and Listings may display ratings, scores, and other evaluations of your Business;
   • you understand and agree that we may share certain aggregate or otherwise de-identified information about your responses to Messages, for example, the speed of your response time, or how many total Businesses are responding to a lead;
   • you understand and acknowledge that non-disparagement clauses in certain consumer contracts, such as clauses that seek to restrict or prohibit reviews (including provisions that penalize consumers for submitting reviews) about your Business, are prohibited under California law (Cal. Civil Code § 1670.8) and under the federal Consumer Review Fairness Act (15 U.S. Code § 45b) and you agree that you will not include such clauses in your consumer contracts, or otherwise attempt to enforce non-disparagement or ‘gag’ clauses against consumers under any circumstances. You understand that we may publicly notify consumers, including by placing a Consumer Alert on the Company Page and Listings for your Business, if we have a good faith belief that such clauses are used by your Business.
2. You represent and warrant that you will not, and will not authorize or induce any other party, to:
   • offer incentives of any kind, such as discounts, freebies, refunds, gift cards, contest entries, offers, or deals in exchange for the submitting of reviews of your Business, or to prevent or remove reviews, and you understand and acknowledge that Lab Advisor, through its Consumer Alerts, may publicly notify consumers about such incentives and other attempts to obtain, prevent, or remove reviews;
   • ask for reviews from your customers, unless you ask in a neutral and unbiased way, as described in our Community Guidelines;
   • write reviews or vote on Content for your Business or your Business’ competitors;
   • pay or induce anyone to submit, refrain from submitting, or remove reviews, or otherwise attempt to circumvent Lab Advisor’s fraud detection systems;
   • attempt to generate automated, fraudulent, or otherwise invalid ad impressions, inquiries, conversions, ad clicks, or other actions;
   • use any automated means or form of scraping or data extraction to access, query or otherwise collect Lab Advisor data, content and/or reviews from the Service, except as expressly permitted by Lab Advisor;
   • use any Lab Advisor trademark or service mark in any manner without Lab Advisor’s prior written consent;
   • misrepresent your identity or affiliation to anyone in connection with Lab Advisor.
3. You understand and acknowledge that Lab Advisor allows consumers to submit Content about your Business, including ratings, reviews, graphics, photos, and information about products and services. You understand and acknowledge that Lab Advisor may employ algorithms in an effort to display the most reliable and useful Content while displaying other Content less prominently (“Algorithms”). You understand and acknowledge that while Algorithms are intended to favor helpful Content, they may unintentionally favor less helpful, or fail to detect illegitimate, Content. You understand and acknowledge that any purchase of advertising or other paid features from Lab Advisor will not influence Algorithms or otherwise allow or enable You, directly or indirectly, to alter Content or impact whether, where, or how Content appears on Lab Advisor.

Disclaimers and Limitations of Liability (For Residents of United States and Canada)

Disputes, Arbitration, and Governing Law (For Residents of United States and Canada)

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