MESA LABORATORIES, INC. CUSTOMER PORTAL USER AGREEMENT
Welcome to Mesa Laboratories, Inc.'s Customer Portal ("Portal"). Mesa Laboratories, Inc., and/or its subsidiaries ("Mesa") offers access to this Portal as a complimentary service to its customers (each a "Customer"). This Portal is restricted to usage by authorized Customers. You may not use this Portal if you are not a Customer or do not have written permission from Mesa.
BY CLICKING ON THE "AGREE" BUTTON YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (THE "AGREEMENT"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE PORTAL.
Mesa may modify, suspend, discontinue or restrict the use of any portion of the Portal, including the availability of any portion of the content at any time, without notice or liability.
The Portal is designed to provide Customers with a secure access to its customer account and information as part of Mesa sterilizer testing services. Additionally, the Portal allows Customers to purchase Mesa sterilization products through the Portal. The Portal includes intellectual property that is proprietary to Mesa, including, but not limited to, graphic user interfaces, software, mobile applications, data administration and storage, images, illustrations, graphics, photographs, audio clips, video clips, text, artwork, software and source code and other content (collectively "Content"). The Content is licensed to Customer and Customer may not use or access the Content except as permitted by this Agreement. Mesa owns or is the licensee of all intellectual property rights associated with the Content. All trademarks, service marks, trade names, trade dress, logos and images associated with the Portal are registered and/or common law trademarks and service marks of Mesa.
THIS AGREEMENT DEFINES WHAT THE CUSTOMER MAY DO WITH THE PORTAL AND ITS CONTENTS AND CONTAINS LIMITATIONS ON WARRANTIES AND OTHER TERMS AND CONDITIONS.
Subject to the terms and conditions of this Agreement, Mesa grants Customer a limited, non-transferable, non-exclusive license to access this Portal to view, enter, and download sterilizer testing information and to interact with the Portal where the Portal is designed to permit such interaction, solely Customer's internal use, subject to Customer's ongoing compliance with all terms of this Agreement. Customer does not receive any, and Mesa retains all, ownership rights in the Portal.
Customer has no rights with respect to the Portal or the Portal's Content except as expressly set forth herein. Without limiting the generality of the foregoing, Customer shall not, directly or indirectly:
- Copy the Portal;
- Rent, sublicense, lease, transfer, sell, assign, distribute, repackage, rebrand, or otherwise transfer or disclose any rights in this Agreement or use the Portal for the benefit of any third party;
- Modify, adapt, translate, reverse engineer, decompile, disassemble, translate or create derivative works based on, or copy (except for archival purposes) to discover the source code of any Content;
- Allow access or use of the Portal to a third party engaged in the business or providing sterilizer testing services or otherwise competing with the business of Mesa;
- Access, use, copy, post or distribute any Content to any unauthorized users;
- Access or attempt to access any data of any other customers or Customers of Mesa or log in to an account that Customer is not authorized to access;
- Attempt to probe, scan or test the vulnerability of the Portal system or network or attempt to breach security or authentication measures. Violations of system or network security may result in criminal or civil liability. Mesa will investigate occurrences or violations of security measures and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
- Use the Portal or its Content for any illegal or unauthorized purpose; or
- Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
USER PASSWORDS AND SECURITY
In order to use and access the Portal, accounts are created and protected by user identifications and passwords. Customer is solely responsible for maintaining the confidentiality of user identifications and passwords and for any activity occurring under such user identifications and passwords. Each user identification and password may be used by authorized personnel of Customer's business. If Customer suspects that any user identification or password has been stolen or intercepted, it is Customer's responsibility to take immediate action to protect the user identification and password, including changing the user identification and password and notifying Mesa of such breach of user identification and password security.
WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY
Mesa has taken reasonable efforts to ensure that the Content contained on the Portal is accurate. However, all Content is provided "AS IS," and Customer's use of the Portal is at Customer's risk. Mesa disclaims and does not represent or warrant that the Portal will operate without interruption, errors, defects, bugs, viruses or other harmful components or that any defects appearing on the Portal will be corrected.
MESA DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PORTAL, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT OF THE PORTAL OR ITS CONTENT. CUSTOMER ASSUMES ALL RISK OR USE. MESA IS NOT RESPONSIBLE FOR FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES; TELEPHONE OR OTHER INTERCONNECT PROBLEMS; CONFIGURATION PROBLEMS OR INCOMPATIBILITY OF COMPUTER HARDWARE OR SOFTWARE; FAILURE OR UNAVAILABILITY OF INTERNET ACCESS; PROBLEMS WITH INTERNET SERVICE PROVIDERS OR OTHER EQUIPMENT OR SERVICES RELATING TO YOUR COMPUTER; PROBLEMS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES; PROBLEMS WITH DATA TRANSMISSION FACILITIES OR YOUR TELEPHONE OR TELEPHONE SERVICE; UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS; OR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATIONS CARRIERS' OR OTHER PROVIDERS' FACILITIES.
ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PORTAL IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM/NETWORK OR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL OR THE USE OF THE PORTAL.
Mesa shall not be liable to Customer or any third party for any direct, special, indirect, consequential or incidental damages incurred arising out of the use or the inability to use the Portal, even if Mesa has been advised of the possibility of such damage or loss.
IF THE WARRANTY EXCLUSION OR LIMITATION OF LIABILITY SET FORTH IN THIS USE AGREEMENT IS FOR ANY REASON WHATSOEVER HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT MESA'S LIABILITY SHALL NOT EXCEED TEN U.S. DOLLARS ($10).
The license to access and use the Portal granted in this Agreement will continue until such time as Customer is no longer a customer of Mesa, or Mesa, in its sole discretion, decides to discontinue the Portal. The license to access and use the Portal granted in these Terms and Conditions of Use may be terminated at any time by Mesa, without notice to Customer, in the event of a breach by Customer.
Customer agrees to indemnify and hold Mesa harmless from and against any and all loss, cost damage, expense, judgment and liability, including reasonable attorney fees ("Loss") suffered or incurred by Mesa in connection with any claim, demand, action, suit or proceeding, to the extent that such Loss arises out of or is in any way related to: (i) Customer's use of the Portal, (ii) Customer's violation of any terms of this Agreement or (iii) Customer's violation of any third party right, including without limitation any copyright property or privacy right. This indemnification obligation will survive this Agreement and Customer's use of the Portal.
Customer acknowledges that Mesa owns all rights, title and interest, including without limitation all intellectual property rights, in and to the Portal and that Customer shall not acquire any right, title or interest in or to the Content, except the limited license expressly set forth in this Agreement. The trademarks, logos and service marks (collectively the "Trademarks") displayed on the Portal are registered and common law trademarks of Mesa. Customer's use of any of the Trademarks displayed on the Portal or displayed on any Content of the Portal is strictly prohibited.
Any copies that customer is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Portal and its Content. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owner's name. Trademarks can only be used to identify printed output produced by the Portal and its Content. Such use of any trademark does not give Customer any ownership in that trademark.
ORDERING PRODUCTS/ SERVICES IN THE PORTAL
Customer may pay for its orders with major credit cards issued in the United States of America. Currently, Mesa accepts Visa©, MasterCard©, American Express© and Discover© Card. Additionally, based on Customer's standing, Customer may be able to use a purchase order to complete its purchase.
Please review Mesa's Terms & Conditions which are incorporated herein by this reference. Mesa reserves the right to make changes to any incorporated policies at any time.
By accessing the Portal, Customer agrees that these Terms and Conditions and its use and access of the Portal is governed and interpreted solely pursuant to the laws of the State of Colorado.
CHANGES TO TERMS AND CONDITIONS OF USE
Mesa reserves the right, at its sole discretion, to update, modify, change, add or remove the terms and conditions of this Agreement at any time, with or without notice. Mesa may also change, terminate, suspend or discontinue any aspect of the Portal, including the availability of any features on the Portal, with or without notice. Please check periodically for changes. Customer's continued use of the Portal following the posting of such amended terms and conditions shall constitute Customer's agreement to be bound by any such changes. Customer agrees that Mesa shall not be liable to Customer or to any third party for any modification, suspension or discontinuation of the Portal or the Agreement.
If a court of competent jurisdiction deems any provision of these Terms and Conditions invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and Mesa's failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.
In the event a court of law finds any provision of this Agreement invalid, void or for any reason unenforceable, that provision shall be deemed severable and all of the remaining provisions shall remain in full force and effect.
This Agreement constitutes, the entire agreement and understanding between Mesa and Customer concerning the Customer's use of the Customer Portal. This Agreement may be amended in writing by Mesa.