STORMPATH TERMS AND CONDITION OF USE

Welcome to the StormPath website and portal ("Portal"). This Portal is owned and operated by BioReference Laboratories, Inc., ("BioReference") ("we" and "us") and provides various opportunities to the person or organization registering for the Portal and/or using the Service (“you”) to order pathology and laboratory tests and services, prepare professional interpretive reports, view test results, and order other services (the "Services").

• YOUR ACCEPTANCE
  
  
  • Your access and use of the Portal and Services is subject to these Terms and Conditions of Use. By visiting and/or using the Portal and Services, you, on behalf of yourself and the organization with whom your registration is associated (if any) signify your agreement to (i) these terms and conditions (the “Terms and Conditions of Use”) (ii) our privacy policy which is incorporated here by reference (the “Privacy Policy”), and (iii) all other BioReference, policies, rules, guidelines, terms and conditions established for the Portal and Services as set forth thereon (collectively “Policies”), which are incorporated herein by reference. If you do not agree to any of these terms, the Privacy Policy or other BioReference Policies, please do not use the Portal.
  • Although we may attempt to notify you when major changes are made to these Terms and Conditions of Use, you should periodically review the most up-to-date version. BioReference, may, in its sole discretion, modify or revise these Terms of Use, including the Privacy Policy and other Policies, at any time, and, by continuing to visit or use the Portal and/or Services following the posting of changes to these Terms and Conditions of Use, you agree to be bound by such modifications or revisions.
  • These Terms and Conditions of Use apply to all users of the Portal (“Users”) and the Services ordered or received through the Portal.
• ACCOUNTS, PASSWORDS AND SECURITY
  
  In order to access some features of the Portal, such as ordering pathology and laboratory tests and services, preparing professional interpretive reports, and viewing test results, you represent and warrant that you are of legal age and capacity to sign a binding contract, you possess the legal right and ability to agree to these terms and conditions of use, and that you are registering to use the Portal in your own name. In addition, you will have to register as a client and create an account with BioReference. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information, and you must maintain and promptly update your account information to keep it accurate, current and complete, including the addition or deletion of any practice or office locations and affiliations. You understand and agree that an email address that already is being used by someone else in connection with the Portal is not permitted, and you may not impersonate another person or use another person’s credentials to gain access to the Portal. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify BioReference immediately of any breach of security or unauthorized use of your account. Although BioReference will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses due to such unauthorized use.
• SERVICES
  
  Subject to these Terms and Conditions of Use, as a registered account holder with BioReference you may:
  • Order pathology and laboratory tests and services as permitted under the law of the jurisdiction in which you practice;
  • Prepare professional interpretive reports for which you bear the sole medical and legal responsibility, with the understanding that BioReference has no role, responsibility, obligation or liability for such interpretive reports;
  • View results of tests you ordered;
  • View the professional interpretive reports that you prepared using the Portal; and
  • Order other services offered as permitted by the functionality of the Portal.
• PROTECTED HEALTH INFORMATION
  
  You and BioReference each agree that you are and BioReference is and will continue to be (at all times during the Agreement’s Term) a Covered Entity, as that term is defined in the administrative simplification provision of the Health Insurance Portability and Accountability Act and the regulations promulgated thereunder (“HIPAA”). You and BioReference shall perform under these Terms and Conditions of Use in accordance with all applicable federal, state, local, and common law, statutes, rules, regulations, directives, and guidelines, including, but not limited to, those relating to patient consent and privacy (collectively, “Applicable Laws”). You also agree that by signing these Terms and Conditions of Use, any provider or personnel with your medical practice or clinic who has been registered to utilize this Portal also will have access to the Portal contents for your patients.
• ACCEPTABLE USE
  
  The Portal and Services are made available for your access and use, provided that:
  • You will not use the Portal or Services as your designated health record, as that term is defined in HIPAA, with respect to Protected Health Information, as defined in HIPAA.
  • You agree not to reproduce, publish, or distribute data or content in connection with the Software or other Portal and Services that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right.
  • You agree not to copy or distribute in any medium any part of the Portal without BioReference’s prior written authorization. You agree not to alter or modify any part of the Portal, including any of BioReference’s related technologies, or create derivative works or other products or services based upon the Portal. You agree to keep all information on the Portal confidential.
  • You agree not to use any robot, spider, scraper or other automated means to access the Portal for any purpose without our express written permission. You agree not to: (i) take any action that imposes or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Portal or Services or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Portal. You agree not to circumvent, disable or otherwise interfere with security-related features of the Portal or Service or features that prevent or restrict access or enforce limitations on use of certain areas of the Portal or specified Services.
  • You acknowledge that your activities using the Portal and Services and those of other Users may be tracked and are subject to audit.
  • You agree not to undertake or permit any use of the Portal or Services in any way for unlawful purposes or that constitutes or encourages any unlawful activities or take any action that would render the operation or use of the Software or other Portal and Services by BioReference or any other user unlawful.
• SERVICE LIMITATIONS
  
  
  • BioReference reserves the right to change, suspend or discontinue any aspect of BioReference Portal or Services at any time, without notice and at its sole discretion. BioReference will not be liable to you or to any third party for any modification, suspension or discontinuance of the BioReference Portal or Services or any portion thereof.
  • BioReference is not responsible for maintaining any pathology services or test results or other data for you or for any lost data resulting from the use, operation or discontinuation of any aspect of the Portal or Services. You are solely responsible for maintaining records of any pathology services or test results or other information generated or stored through the use of the Portal or Services.
  • BioReference is not responsible or liable to you or any other person for its cooperation with any law enforcement authorities, court order, subpoena or governmental authority requesting or directing BioReference to disclose information, including personally identifiable information, regarding any you or your use of the Portal or Services, or the use or disclosure of any information, including personally identifiable information, regarding you or your use of the Portal or Services to protect our rights, clients or business.
  • BioReference reserves complete and sole discretion with respect to the operation of the Portal. you agree to use the Portal “as is” and without any warranties or service level. BioReference may, among other things withdraw, suspend or discontinue any functionality or feature of the Portal. BioReference is not responsible for transmission errors or corruption or compromise of information for any reason. You acknowledge and agree that you are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment and services needed to access and use the Portal, and for paying all charges related thereto. BioReference does not operate or control the Internet or your connection, so BioReference cannot and does not warrant, make any representations concerning or guarantee that the Portal will be error or virus free, invulnerable to hackers or other unauthorized users, or always available. BioReference is not responsible for maintaining information arising from use of the Portal. Subject to applicable law, BioReference reserves the right to maintain, delete or destroy all communications and information posted or uploaded to the Portal in accordance with its internal record retention and any other applicable policies.
• LEGAL COMPLIANCE
  
  BioReference offers no assurance that your or any User’s use of Portal and Services under these Terms of Use will ensure your compliance with any Applicable Laws. You will be solely responsible for ensuring that your use of the Portal and Services complies with all Applicable Laws. You shall be solely responsible for your use of the Portal and Services and any use of your user credentials.
• PROFESSIONAL RESPONSIBILITY
  
  
  • Professional Duty. You acknowledge that the professional duty to the patient in providing health care services lies solely with you and other health care professionals providing patient care and other administrative services on your behalf. You take full responsibility for the use of information contained in or accessed through the Portal and Services and acknowledge that the use of the Portal and Services is in no way intended to replace or substitute for professional or business judgment. You will be responsible for: (a) ensuring, if you are ordering testing or services via the Portal, that you are authorized under applicable to state law to order the testing or services, (b) entering information into the Portal and Services accurately and completely; (c) all professional interpretations prepared by you utilizing the Portal; (d) reading information displayed by the Portal and Services on computer screens accurately; (e) ensuring that you are using the Portal and Services accurately; and (f) decisions made by you in ordering Services via the Portal and Services. You will not have any claim or cause of action against BioReference as a result of patient care, diagnosis, treatment plan, recommendation or other services rendered or withheld in connection with the use of the Portal and Services.
  • Not Medical Advice. PATHOLOGY AND TEST RESULTS PROVIDED BY BIOREFERENCE ARE NOT A DIAGNOSIS, TREATMENT, OR PROTOCOL FOR ANY DISEASE OR CONDITION. NEITHER THE PORTAL NOR SERVICES GIVES MEDICAL ADVICE, NOR DO THEY PROVIDE MEDICAL OR DIAGNOSTIC SERVICES OR PRESCRIBE MEDICATION.
  • Not a Substitute for Professional Judgment. USE OF THE PORTAL AND SERVICES IS NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF HEALTH CARE PROFESSIONALS IN DIAGNOSING AND TREATING PATIENTS. YOU ACKNOWLEDGE YOUR SOLE RESPONSIBILITY FOR MEDICAL DECISIONS OR ACTIONS WITH RESPECT TO THE MEDICAL CARE, TREATMENT, AND WELL-BEING OF YOUR PATIENTS, INCLUDING, WITHOUT LIMITATION, ALL YOUR ACTS OR OMISSIONS IN TREATING THE APPLICABLE PATIENT. ANY USE OR RELIANCE BY YOU UPON THE PORTAL AND SERVICES SHALL NOT DIMINISH THAT RESPONSIBILITY. YOU ACKNOWLEDGE AND AGREE THAT PATHOLOGY AND LABORATORY TEST RESULTS MAY BE INACCURATE THOUGH NO FAULT OF BIOREFERENCE. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE PORTAL AND SERVICES.
  • Medical Practice Access. You agree that all other providers or personnel of your medical practice or clinic who have been registered to utilize this Portal will also have access to the Portal contents for your patients.
  • Health Information Exchange. You hereby agree that by consenting to use of the Portal, you also agree to participate in the health information exchange, as permitted by these terms and conditions. By accessing and using the Portal, you agree to input and share health information concerning your patients and that such health information concerning your patients will be shared with other providers who have consented to use the Portal and who have demonstrated a valid treatment relationship with the patient whose health information is accessed or exchanged. You understand and agree that you are responsible for obtaining all necessary informed consent from your patients as required by applicable law. You agree that you shall be responsible under applicable law, as well as these terms and conditions, for health information received through the Portal and may maintain such health information in accordance with applicable law and these terms and conditions. You agree that the data transmitted you in connection with the Portal is accurate and truthful. Providers may use, re-disclose and de-identify such health information and may create derivative data or incorporate health information into other data, records, or databases of Individuals, all subject to applicable law.
• USER STATUS
  
  
  • Your Status Requirements. You hereby covenant that at all times during your use of the Portal and Services, you will: (a) be authorized in the state in which you are located to order laboratory tests; (b) never have been debarred, suspended, proposed for debarment, declared ineligible, or excluded from participation in or sanctioned by any state or federal health care program; (c) never have received a Criminal Conviction related to (i) a federal or state health care program, (ii) the delivery of health care services, (iii) child, elder, or patient abuse or neglect; or (iv) fraud; (d) be covered by liability and other appropriate insurance; (e) not have been excluded from government contracts by the General Services Administration; (f) have obtained all necessary patient consents and authorization to order the testing; and (g) immediately cease any and all use of all Portal and Services if at any time you cease to satisfy any of the qualification standards set forth herein. For purposes of this Agreement, a “Criminal Conviction” means: (w) a judgment of conviction that has been entered against the individual or entity by a federal, state, or local court, regardless of whether there is an appeal pending or whether the judgment of conviction or other record relating to criminal conduct has been expunged; (x) a finding of guilt against the individual or entity that has been accepted by a federal, state, or local court; (y) a plea of guilty or nolo contendere by the individual or entity that has been accepted by a federal, state, or local court; or (z) the entering into participation in a first offender, deferred adjudication, or other arrangement or program where judgment of conviction has been withheld.
  • Notification of Failure to Comply. You promptly shall notify BioReference in writing if you fail to comply with any of the covenants in Section 9.A above or if you become aware of a failure to comply with any representations, warranties, or covenants contained in these Terms of Use.
• TERMINATION
  
  
  • BioReference may suspend or terminate your account or your use of this Portal or any Services at any time, without notice, for any reason or for no reason. We may also block your access to our Portal or the Service in the event that (a) you breach these Terms of Use; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our Users or us. BioReference also reserves the right to terminate or deactivate User accounts that are inactive for an extended period of time, as determined by BioReference.
  • Upon any such termination, your rights to access and use the Portal and Services shall automatically terminate. BioReference has no obligation to display on the Portal or to store and maintain for you any test results or other information provided through the Services.
• YOUR REPRESENTATIONS AND WARRANTIES
  
  You represent and warrant that: (i) if necessary you have obtained all authorizations and consents of each and every individual who is the subject matter of testing or other Services ordered through the Portal for Precision to provide the Services in the manner contemplated by the Portal and these Terms of Use; (ii) you have read, understood, agree with, and will abide by the terms of these Terms of Use; and (iii) your use of any test results or other information provided through the Services will not violate or infringe any right of any third party, including any privacy rights and rights of publicity and will not constitute, in whole or in part, any other act or omission that could give rise to civil and/or criminal liability.
• DISCLAIMERS; LIMITATION OF LIABILITY
  
  
  • We do not guarantee continuous, uninterrupted or secure access to the Portal or Services, and operation of the Portal may be interfered with by numerous factors outside of our control. THE PORTAL AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, AS TO THE AVAILABILITY OR OPERATION OF THE PORTAL, AND USE OF THE PORTAL IS AT YOUR OWN RISK. BIOREFERENCE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES WITH RESPECT TO YOUR USE OF THE PORTAL AND SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. THE INFORMATION PRESENTED THE PORTAL AND SERVICES DOES NOT GUARANTEE ANY INSURANCE, INCENTIVE, OR OTHER BENEFITS WILL BE PAID.
  • BIOREFERENCE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR: (I) ANY ACTS, OMISSIONS AND CONDUCT OF ANY USERS, AND/OR OTHER PARTIES REFERENCED ON OR THROUGH THE PORTAL OR SERVICES; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PORTAL OR SERVICES; OR (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PORTAL OR SERVICES
  • TO THE FULLEST EXTENT PERMITTED BY LAW: IN NO EVENT WILL BIOREFERENCE BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION), OR DAMAGES
    
    FOR LOSS OF PROFITS OR REVENUES OR DAMAGES FOR PERSONAL INJURY, SICKNESS, AND/OR DEATH THAT MAY RESULT FROM OR IN CONNECTION WITH THESE TERMS OF USE OR THE USE OF (OR INABILITY TO USE) THE PORTAL OR SERVICES, OR OTHERWISE IN CONNECTION WITH THE PORTAL AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND EVEN IF BIOREFERENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF BIOREFERENCE ARISING FROM OR IN CONNECTION WITH THESE TERMS OF USE OR THE USE OF (OR INABILITY TO USE) THE PORTAL OR SERVICES, OR OTHERWISE IN CONNECTION WITH THE PORTAL AND SERVICE, FOR ANY REASON WHATSOEVER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID TO PRECISION FOR THE SERVICES GIVING RISE TO THE DAMAGES.
  • No claims, regardless of form, arising out of, or in any way connected with, these Terms of Use, the Portal or Services may be brought by you more than one (1) year after the cause of action has accrued or performance of the Services has been completed or terminated, whichever is earlier.
• OWNERSHIP
  
  
  • All trademarks, service marks, trade names and other source indicators of BioReference, including the “BioReference” name and trademark and the BioReference logo, are the sole and exclusive property of BioReference. You will not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Precision trademarks in any way without BioReference 's prior written consent.
  • BioReference (and/or its suppliers) owns all right, title and interest in and to all elements of the Portal and Services, including general design, software, interactive features, functionality and the like, including all templates and curated genomic and other medical/scientific information provided via the Portal and Services, and all copyright, patent, trademark and trade secret and other rights therein, as well as all information collected on or via or otherwise derived from use of the Portal and/or Services, and you understand and agree that you receive no ownership rights in and to the Portal or Services or any such elements. BioReference reserves all rights not expressly granted in and to the Portal and Services.
• INDEMNITY
  
  You agree to indemnify, defend at BioReference’s request, and hold harmless BioReference, its parent, BioReference Laboratories, Inc., its affiliates and their officers, directors, employees and agents (the “Indemnified Parties”) from and against any and all claims, actions, proceedings, losses, liabilities, damages, obligations, costs, debt, and expenses (including attorney's fees, litigation expenses and settlement amounts) arising from or related to any of the following, provided that the foregoing obligation to defend will apply only to claims or actions brought by a third party against an Indemnified Party: (i) your use of, or inability to use, the BioReference Portal and Services, (ii) any data, information or materials provided by you to BioReference, including any infringement, misappropriation or violation of any copyright, trademark, or privacy or publicity right or other third party right; (iii) your violation of any these Terms of Use, including the Privacy Policy and other BioReference Policies; (vi) your violation of any law, rule or regulation, whether local, state, federal or international; (vii) any other party’s access and use of the Portal with your unique user credentials, including user name, password or other appropriate security device; or (viii) any negligence or willful misconduct by you. You will not settle or compromise any claim, except with prior written consent of the relevant Indemnified Parties.
• ABILITY TO ACCEPT TERMS OF USE
  
  You represent and warrant that (a) you have full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement has been duly authorized by you; and (c) these Terms of Use are valid and binding obligations of you, enforceable against you in accordance with its terms.
• GENERAL
  
  
  • These Terms of Use are the complete and exclusive statement of the agreement between you and BioReference and supersede all proposals, representations or prior agreements, oral or written, and any other communications between you and BioReference relating to the subject matter of these Terms of Use. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.
  • You may not assign or delegate any of its rights or obligations hereunder without BioReference’s prior written consent. Subject to the foregoing restriction, these Terms of Use will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
  • These Terms of Use will be governed by the laws of the State of New Jersey, without reference to its choice of laws rules. The exclusive jurisdiction and venue for any action under these Terms of Use shall be in the state and federal courts located in Bergen County, New Jersey. You hereby accept the personal jurisdiction of such courts.
  • BioReference will not be liable for any delay or failure to perform any of its obligations hereunder by reason of fire, explosions, earthquakes, storms, flood, wind, drought and acts of God or the elements; court orders; acts, delays and failures to act by civil, military or other governmental authority; failures of suppliers, service providers or other third parties; strikes, lockouts, labor disputes, riots, insurrections, terrorism, sabotage and war; breakdown or destruction of, or damage or casualty to, any equipment, facilities or other property not caused by BioReference, unavailability of materials, supplies, parts, equipment, personnel or other necessary items on commercially reasonable terms; interruption, suspension, curtailment or other disruption of utilities; or other matters beyond Precision’s reasonable control, whether or not similar to the foregoing.
  • Whenever used in these Terms of Use, unless otherwise specified the terms “includes”, “including”, “e.g.”, “for example”, “such as”, “for instance” and other similar terms are deemed to include the term “without limitation” immediately thereafter. The headings of sections and subsections of these Terms of Use are for convenience of reference only and are not intended to affect the interpretation or construction of any provision of these Terms of Use. In resolving any dispute or construing any provision hereunder, there will be no presumptions made or inferences drawn because one of the parties (or its representatives) drafted these Terms of Use; and each party hereby waives application of, or any rights under, any law that would require the interpretation of any ambiguities in these Terms of Use against the party that drafted it.
  • Any notice or other communication under this Agreement given by BioReference to you will be effective if: (a) sent via email to your email address specified in your BioReference account; or (b) posted on the BioReference Portal (and you are responsible for reviewing the BioReference Portal for any such notices and communications). To be effective, any notice or other communication under this Agreement given by you to BioReference must be: (y) delivered to the intended You; and (z) in writing and must be sent to BioReference by prepaid registered mail, receipted commercial courier, at the following address:
    
    
    BioReference Laboratories, Inc.
    481 Edward H Ross Drive
    Elmwood Park, NJ 07407
    Attn: Legal Department
    
    
    BioReference may from time to time change such address by giving you notice.
  • If any provision of these Terms of Use is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect.
  • Any failure or delay by either party to exercise or partially exercise any right, power or privilege hereunder will not be deemed a waiver of any of the rights, powers or privileges under these Terms of Use. No term or condition of these Terms of Use will be held to be waived, modified or deleted except by a written instrument signed by the parties hereto. Waiver of any breach of any term or condition of these Terms of Use will not be deemed a waiver of any prior or subsequent breach.
  • BioReference reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the BioReference Portal or Services following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms.
  • Your use of the BioReference Portal is also your agreement that BioReference may contact you for marketing and other purposes.