QSight LC-MS/MS Course 4 - Maintenance (P/N N0239843)

PerkinElmer E-Learning Platform

Terms of Use

***IMPORTANT INFORMATION—PLEASE READ CAREFULLY***

Please read this Terms of Use agreement (the “Agreement”) carefully as it applies to your use of the online product training services platform and related products (the “E-Learning Platform”) provided by PerkinElmer Health Sciences, Inc. with offices at 940 Winter Street, Waltham, MA  02451 (“PerkinElmer”).  The E-Learning Platform contains proprietary material and information, the use of which is subject to and expressly conditioned upon your acceptance of this Agreement.  This Agreement is a legally binding agreement between you (meaning the individual person that has accessed the E-Learning Platform for its internal business purposes only and not for resale) and PerkinElmer.  This Agreement governs your use of the E-Learning Platform.  Further, this Agreement shall prevail over any other terms or conditions regarding your use of the E-Learning Platform.

BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE (I) REPRESENTING TO PERKINELMER THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT AND AT LEAST 18 YEARS OF AGE; (II) AGREEING THAT THE TERMS OF THIS AGREEMENT SHALL GOVERN THE RELATIONSHIP OF THE PARTIES WITH REGARD TO THE SUBJECT MATTER IN THIS AGREEMENT AND ARE WAIVING ANY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO ANY CLAIM ANYWHERE IN THE WORLD CONCERNING THE ENFORCEABILITY OR VALIDITY OF THIS AGREEMENT; AND (III) AGREEING THAT THE E-LEARNING PLATFORM IS ACCEPTED AS DELIVERED.  IF YOU DO NOT HAVE AUTHORITY TO AGREE TO OR DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, PERKINELMER WILL NOT GRANT YOU ACCESS TO THE E-LEARNING PLATFORM AND YOU MUST CLICK ON THE “DO NOT ACCEPT” BUTTON AND CEASE ANY FURTHER ATTEMPT TO ACCESS OR USE THE E-LEARNING PLATFORM FOR ANY PURPOSE.

1. Provision of the E-Learning Platform.  Subject to your strict compliance with the terms and conditions of this Agreement and your payment of any fees due hereunder, PerkinElmer hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the E-Learning Platform during the term of this Agreement to access PerkinElmer Content for your internal business purposes only.  For purposes of this Agreement, “PerkinElmer Content” means all paid and unpaid PerkinElmer instrument end user training courses and training materials, whether in visual, audio or audio-visual format, that PerkinElmer posts or uploads to, or disseminates, distributes or transmits through, the E-Learning Platform, including all related videos, pictures, photographs, text, sound clips, posts, comments, graphics, software, advice, recommendations, data, slides, images, files, links, information, chats, and any other related content and materials.  PerkinElmer reserves the right, at any time and from time to time, temporarily or permanently, in whole or in part, without notice, to (i) modify or discontinue the E-Learning Platform and/or (ii) modify, cancel, interrupt or reschedule any PerkinElmer Content.

1. Use Restrictions.  Except as expressly permitted by the terms of this Agreement, you shall not:
   1. use (including make any copies of) the E-Learning Platform or PerkinElmer Content beyond the scope of the license granted in Section 2;
   2. copy, modify, adapt, translate, distribute, sub-license, market, lease, make available, resell, make derivative works of, disassemble, reverse compile or reverse engineer or otherwise reduce to human-perceivable form any part of the E-Learning Platform, PerkinElmer Content or PerkinElmer Intellectual Property; or discover or disclose the source code, methods and concepts embodied therein, except as may be allowed by any applicable law notwithstanding contractual prohibition;
   3. store, distribute, post, upload or transmit any content through the E-Learning Platform that is infringing, fraudulent, unlawful or in violation of third party privacy rights;
   4. post, transmit, or otherwise make available, through or in connection with the E-Learning Platform, anything that could be (i) threatening, harassing, discriminatory, degrading, hateful or intimidating; (ii) defamatory, fraudulent or otherwise tortious; (iii) obscene, indecent, pornographic or otherwise objectionable; (iv) related to alcohol, wagering, gambling, tobacco products, ammunition or firearms; (v) considered any unsolicited or unauthorized advertising, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme,” investment opportunity or other form of solicitation; or (vi) any material, non-public information about a company or any securities or other financial instrument, without the proper authorization to do so;
   5. use the E-Learning Platform (i) to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including rights of privacy or publicity; or (ii) to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, or state or imply that we endorse any of your statements or submissions;
   6. knowingly introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the E-Learning Platform;
   7. intentionally interfere with or disrupt the integrity or performance of the E-Learning Platform;
   8. access and use the E-Learning Platform in order to (i) build a product or service competitive with the E-Learning Platform, PerkinElmer Content or other PerkinElmer products or services, (ii) copy any ideas, features, functions or graphics of the E-Learning Platform or PerkinElmer Content to build a similar product, or (iii) determine whether the E-Learning Platform is within the scope of any patent;
   9. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the E-Learning Platform or PerkinElmer Content, including any copy thereof;
   10. use the E-Learning Platform or PerkinElmer Content for the purposes of direct marketing or promotion to anyone;
   11. expressly suggest or state that PerkinElmer endorses or supports your content;
   12. use the E-Learning Platform or PerkinElmer Content to provide outsourcing, service bureau, online services or trainings to a third party, without the express written consent of an authorized officer of PerkinElmer.
   13. use the E-Learning Platform or PerkinElmer Content in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including: (i) power generation systems; (ii) aircraft navigation or communication systems, air traffic control systems or any other transport management systems; (iii) safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and (iv) military or aerospace applications, weapons systems or environments;
   14. use the E-Learning Platform to store or transmit (i) personal data which could be considered to be special category data pursuant to the Data Protection Legislation, as defined by the General Data Protection Regulation 2016/679, (ii) any protected health data, as defined in the Health Insurance Portability and Accountability Act of 1996 as amended and supplemented; (iii) financial information protected under the Gramm-Leach-Bliley Act; (iv) information that is subject to Payment Card Industry Data Security Standards or (v) any matter that is export-controlled; or
   15. use the E-Learning Platform or PerkinElmer Content for any illegal or unauthorized purposes.
2. Your Responsibilities.
   1. Account. You are required to create an E-Learning Platform account and profile, accessed using your unique username and password (“Account”), in order to access the E-Learning Platform.  Your E-Learning Platform Account is personal to you.  You must not transfer your Account to someone else or use someone else’s account.  You agree that you will create, access and/or use only one user Account, unless expressly permitted by PerkinElmer, and you will not share access to your Account or access information for your Account with any third party.  You are responsible for all use of your Account, including all of your Account content, regardless of whether undertaken by you or a third party authorized by you. You must contact PerkinElmer immediately if you know or suspect your Account has been accessed by an unauthorized third party or used in breach of this Agreement.
   2. Equipment. You are solely responsible for supplying all equipment, internet access and bandwidth needed to properly access and use the E-Learning Platform.  The quality (e.g., the resolution) of streaming content, as well as the download speed of downloadable content, may be affected by a variety of factors such as your location, the content being streamed or downloaded and the speed of your internet connection.  PerkinElmer makes no representation or warranty regarding access to PerkinElmer Content available through the E-Learning Platform, including the quality of streaming content and the download speed of downloadable content.
3. Price; Payment Terms.  Certain of the PerkinElmer Content is paid content and can only be accessed upon your payment of the fees set forth in the E-Learning Platform as of the date of acceptance by PerkinElmer of your purchase order.  Prices for paid PerkinElmer Content exclude any applicable sales, value added or similar tax payable by you.  Payment is due by upon your receipt of an invoice from PerkinElmer.  Payment for all paid PerkinElmer Content is non-refundable.  PerkinElmer may impose interest on late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly from the date of delinquency.  You shall reimburse PerkinElmer for all costs incurred in collecting any late payments that have not been disputed in good faith, including without limitation, costs of reasonable attorneys’ fees. You shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with PerkinElmer.
4. Forums.  PerkinElmer make available through the E-Learning Platform certain services (for example, message boards, forums, blogs, chat functionality, messaging functionality and comment functionality, among other services) to which you are able to post information and materials (each, a “Forum”).  Information contained in Forums may be provided by employees of PerkinElmer as well as by third-party visitors to the E-Learning Platform.  Please note that visitors to the E-Learning Platform may post messages or make statements in the Forums that are inaccurate, misleading or deceptive.  PerkinElmer and its directors, officers, employees, representatives, affiliates, licensors and service providers (collectively, “PerkinElmer Entities”) neither endorse nor are responsible for any opinion, advice, information or statements made in the Forums by third parties.  Without limitation, the PerkinElmer Entities are not responsible for any information or materials made available through the Forums (including errors or omissions in Forum postings or links or images embedded in Forum postings) or results obtained by using any such information or materials.  Under no circumstances will the PerkinElmer Entities be liable for any loss or damage caused by your reliance on such information or materials.  The opinions expressed in the Forums reflect solely the opinions of the individuals who submitted such opinions, and may not reflect the opinions of PerkinElmer.  In addition, the PerkinElmer Entities have no control over, and shall have no liability for, any damages resulting from the use (including republication) or misuse by any third party information voluntarily made public through a Forum or any other part of the E-Learning Platform.  IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON THE E-LEARNING PLATFORM, YOU DO SO AT YOUR OWN RISK.
5. Compliance.  PerkinElmer may, in PerkinElmer’s sole discretion, audit your use of the E-Learning Platform under this Agreement at any time during the term of this Agreement to ensure your compliance with this Agreement, provided that (i) any such audit shall be conducted on not less than ten (10) business days’ prior notice to you, and (ii) no more than one audit may be conducted in any twelve (12) month period except for good cause shown.  PerkinElmer also may, in its sole discretion, audit your systems within twelve (12) months after the end of the term to ensure that you have ceased use of the E-Learning Platform and removed all copies of the PerkinElmer Content from such systems as required hereunder.  You shall reasonably cooperate with PerkinElmer’s personnel conducting such audits and provide all reasonable access requested by the PerkinElmer to records, systems, equipment, information and personnel, including serial numbers and related information.  PerkinElmer shall only examine information directly related to the your use of the E-Learning Platform.  PerkinElmer may conduct audits only during your normal business hours and in a manner that does not unreasonably interfere with the your business operations.

1. Intellectual Property.  You acknowledge that the E-Learning Platform, the PerkinElmer Content and all intellectual property contained therein, is proprietary to PerkinElmer and its licensors, and PerkinElmer and its licensors retain exclusive ownership of the same throughout the world.  Except for the limited express license granted to you under this Agreement, PerkinElmer and its licensors retain all right, title or interest in and to the E-Learning Platform and PerkinElmer Content.  You acknowledge and agree that any ideas, enhancements, improvements, additions or modifications to the E-Learning Platform or PerkinElmer Content, suggested by you, and any and all intellectual property rights contained therein, will become PerkinElmer’s property, and you hereby assign any and all right, title and interest to any rights in such suggestions to PerkinElmer.

1. Term. This Agreement is effective on the date you accept this Agreement and will continue until terminated.

1. Cancellation, Suspension, Termination.

1. Cancellation.  You may terminate all access to the E-Learning Platform at any time with 30 days’ prior written notice to PerkinElmer, however, payment for any paid PerkinElmer Content is non-refundable. 

1. Suspension.  PerkinElmer may immediately restrict or suspend (on a temporary or permanent basis) your right to access or use any portion or all of the E-Learning Platform if you fail to pay any amounts due under Section 4 for paid content or we reasonably determine:  your use of the E-Learning Platform (i) violates Section 2 (Use Restrictions), (ii) poses a material security risk to the E-Learning Platform or any third party, (iii) violates applicable law, or (iv) is fraudulent. PerkinElmer will use its commercially reasonable efforts under the circumstances to provide you with advance notice of any suspension under this Section 9(b) and, if practicable, an opportunity to cure any breach or violation prior to any such suspension.  If PerkinElmer suspends access to the E-Learning Platform, PerkinElmer will use its commercially reasonable efforts to limit the suspension to the offending portion of the E-Learning Platform and work with you to resolve the issues causing the suspension.

1. Termination by PerkinElmer.  PerkinElmer may terminate this Agreement (i) where permitted by another provision in this Agreement; (ii) for cause upon fifteen (15) days written notice to you of material breach if such breach remains uncured at the expiration of such period, if curable; (iii) if you enter into bankruptcy proceedings (whether voluntarily or involuntarily) or receivership and such proceeding or receivership is not concluded or stayed within sixty (60) days, or if you make a general assignment for the benefit of creditors.

1. Refund or Payment upon Termination.  Other than as set out in this Agreement, in no event shall any termination relieve you of your obligation to pay any fees payable to PerkinElmer for the period prior to the effective date of termination.

1. Effect of Termination.  Upon the effective date of expiration or termination of this Agreement, you shall immediately cease any further use of the E-Learning Platform and PerkinElmer Content and promptly destroy or erase all copies of PerkinElmer Content and portions thereof from your computer storage or any other media.  Termination or expiration of this Agreement does not affect or prejudice any rights, remedies, obligations or liabilities a party accrued up to the date of termination or expiration or the continuation or commencement of any provision that expressly or by implication is intended to survive the termination or expiration of this Agreement.

1. CONFIDENTIALITY.  You acknowledge that the E-Learning Platform and PerkinElmer Content contain and embed valuable, unpublished information that is proprietary and confidential to PerkinElmer and its licensors.  You agree to keep all such information confidential. 

1. WARRANTY DISCLAIMER. THE E-LEARNING PLATFORM AND PERKINELMER CONTENT ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PERKINELMER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. PERKINELMER DOES NOT WARRANT THAT THE E-LEARNING PLATFORM AND PERKINELMER CONTENT WILL MEET THE LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE E-LEARNING PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE E-LEARNING PLATFORM WILL BE CORRECTED. FURTHERMORE, PERKINELMER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE E-LEARNING PLATFORM AND PERKINELMER CONTENT OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, RELIABILITY, OR OTHERWISE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PERKINELMER SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  

1. Limitation of Liabilities.  REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL PERKINELMER, ITS AFFILIATES, ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL THEORY OF LIABILITY FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OR INACCURACY OF DATA, INTERRUPTION OF BUSINESS, COST OF SUBSTITUTION, INTERRUPTION, DELAY, DOWNTIME, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, BREACHES IN SYSTEM SECURITY, OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY NATURE ARISING OUT OF THE USE OR INABILITY TO USE THE E-LEARNING PLATFORM OR PERKINELMER CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.  IN NO EVENT WILL THE LIABILITY OF PERKINELMER, ITS AFFILIATES, ITS LICENSORS OR SUPPLIERS EXCEED THE FEE RECEIVED BY PERKINELMER FROM YOU FOR ACCESS TO PAID CONTENT ON THE E-LEARNING PLATFORM. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above exclusion may not apply in such jurisdictions.

1. Indemnity.  Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless each of the PerkinElmer Entities from and against all claims, losses, costs and expenses (including reasonable attorneys’ fees) arising out of (a) your use of, or activities in connection with, the E-Learning Platform and PerkinElmer Content; (b) any violation or alleged violation of this Agreement by you; or (c) any claim that any of your content or submissions to a Forum or any use or exploitation thereof caused damage to or infringed upon or violated the rights of a third party, including past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity, or violation of any right related to the foregoing.

1. Aggregated Anonymous Data; Data Protection.  The E-Learning Platform, in the normal course of operations, provides PerkinElmer with aggregated, statistical data (such as product or feature usage and functionality metrics), which is anonymized and aggregated with other such anonymized data so that it does not and cannot contain any information identifiable or attributable to you, either alone or in combination with other data (“Aggregated Anonymous Data”). To the extent that any Aggregated Anonymous Data is collected by PerkinElmer, you agree that PerkinElmer may use, store, analyze, and disclose such Aggregated Anonymous Data without your prior written consent.  Your use of the E-Learning Platform as well as certain of your other information is subject to the terms and conditions of PerkinElmer’s Privacy Policy, located at  http://www.perkinelmer.com/OurCompany/AboutUs/Legal/PrivacyPolicy/default.xhtml.  PerkinElmer’s Privacy Policy is subject to change at PerkinElmer’s discretion. 

1. Trademark Acknowledgement.  The PerkinElmer logo is a registered trademark of PerkinElmer, Inc. PerkinElmer is a registered trademark of PerkinElmer, Inc. and/or its affiliates.  All other third party brands, products, service names, trademarks, or registered service marks are used to identify the products or services of their respective owners, and are the property of their respective holders.

1. General.

1. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, without giving effect to conflict of laws principles that require the application of the laws of any other jurisdiction.  The UN Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  You hereby irrevocably submits to the personal jurisdiction and venue of, and agrees to service of process issued or authorized by, state and federal courts with jurisdiction over Suffolk County, Massachusetts, and you waive any objection thereto.
2. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  PerkinElmer reserves the right to update or make changes to this Agreement from time to time and will use its reasonable efforts to provide you with notice of such changes by any reasonable means, including without limitation, by posting the revised version of this Agreement on the E-Learning Platform.  Your access to or use of the E-Learning Platform following changes to this Agreement will constitute your acceptance of those changes.  Any changes to this Agreement shall not apply to any dispute between you and PerkinElmer arising prior to the date on which PerkinElmer posted the revised version of this Agreement incorporating such changes or otherwise notified you of such changes.  No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.  Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  You may not assign or delegate this Agreement, nor any rights or duties hereunder, in whole or in part, without PerkinElmer’s prior written approval, which may be withheld in its sole discretion, and any purported attempt to do so is void.
3. PerkinElmer shall not be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or your equipment, loss and destruction of property or any other circumstances or causes beyond PerkinElmer’s reasonable control.
4. This Agreement and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between you and PerkinElmer with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understanding, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.