Anvil Diagnostics
These Terms of Service (“Terms”) govern Buyer’s access to and use of the Anvil Diagnostics web application and analytical platform (the “Service”). By accessing or using the Service, you (“User,” “You” or “Buyer”) acknowledge and agree to be bound by these Terms. As used herein, “Anvil,” “we,” and “us” refer to Anvil Diagnostics, Inc. If you do not agree to these Terms, do not access or use the Service.
Access to the Service is provided as part of Buyer’s Product purchase or use under Anvil’s Terms of Sale. These Terms of Service are incorporated into and should be read together with the Terms of Sale. Capitalized terms used herein without definition shall have the respective meanings assigned to them in the Terms of Sale.
The Service is intended for use solely by qualified research professionals at licensed laboratory facilities. By using the Service, you represent that you are a qualified research professional and have the authority to bind your organization to these Terms. Buyer is responsible for ensuring that all individuals granted access to the Service under Buyer’s account comply with these Terms.
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify Anvil promptly of any unauthorized use of or access to your account. Anvil shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.
Access to and use of the Service is conditioned on Buyer maintaining an active reagent purchase relationship with Anvil, as defined in Section 5.2 of the Anvil Terms of Sale (i.e., at least one Product order within the preceding twelve (12) months), unless otherwise waived by Anvil in writing. Anvil may suspend access to the Service for failure to maintain an active purchase relationship, which may be reinstated by placing a qualifying order in accordance with Section 5.2 of the Anvil Terms of Sale.
Subject to these Terms, Anvil grants you a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to access and use the Service solely for the purpose of analyzing raw PCR data generated using Anvil Products in your own facility, for research purposes only.
The Service is provided FOR RESEARCH USE ONLY. Outputs generated by or through the Service are intermediate computational estimates based on algorithmic analysis of uploaded PCR data (the “Results”). Results do not constitute any clinical or diagnostic determination of any kind by Anvil, and are not intended for use in clinical diagnosis, patient management, or any other clinical or diagnostic purpose. User accepts sole and exclusive responsibility and liability for all interpretation, validation, and use of Results and the Service, including, without limitation, any conclusions derived therefrom.
The Service shall be used only by qualified professionals with appropriate scientific training. Anvil makes no representation that the Service is appropriate for use by untrained personnel.
User agrees not to, and agrees not to facilitate or authorize any third party to:
User retains all right, title, and interest in and to data uploaded by User to the Service (“User Data”) and the Results. Anvil does not claim ownership of User Data or the Results. For the avoidance of doubt, as between the parties, the Results do not convey, and shall not be construed to convey, any right, title or interest in or to any Anvil IP (as defined below). To the extent any Results incidentally reflect, embed or are derived from any Anvil IP, such Anvil IP remains the sole and exclusive property of Anvil, and User’s ownership of the Results does not extend to any such underlying Anvil IP.
By uploading User Data to the Service, User grants Anvil a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to use, access, process, reproduce and analyze User Data and the Results solely for the following purposes (“Permitted Purposes”):
Anvil will not sell User Data or the Results in identifiable form to any third party, and will not share identified per-customer analysis externally.
For purposes of Sections 5.2(iv) and 5.2(v), “de-identified” means data from which all laboratory identifiers, sample identifiers, and run metadata that could reasonably be expected to directly identify User have been removed or aggregated. The de-identification standard does not apply to internal per-customer analysis conducted solely under Section 5.2(iii).
Anvil retains all right, title, and interest in and to the Service and all underlying software, algorithms, models, methods, analytical outputs, derivative works, and intellectual property (collectively, “Anvil IP”), excluding only the Results as delivered to User. For the avoidance of doubt, the exclusion of the Results from Anvil IP does not waive or transfer any Anvil IP that is reflected in, embedded in or underlies any of the Results. Nothing in these Terms conveys any ownership interest in any Anvil IP, including the Service or any component thereof, to User. Except as expressly stated in these Terms, no right or license under any Anvil IP is conveyed or implied, whether by implication, estoppel, or otherwise, including by virtue of any technical support, assistance, or conduct by Anvil.
If User provides suggestions, feedback, or ideas regarding the Service or Products (“Feedback”), User grants Anvil a non-exclusive, worldwide, royalty-free, irrevocable, perpetual license to use and incorporate such Feedback into the Service or any other Anvil product or service without obligation to User.
In the event of a merger, acquisition, or sale of all or substantially all of Anvil’s assets, User Data, Results and all rights granted under these Terms may be transferred to the acquiring entity, which shall be bound by the data use restrictions set forth in Section 5 with respect to such data.
Results generated by the Service are algorithmic estimates based on computational analysis of uploaded PCR data. Results reflect the analytical output of Anvil’s models and are subject to inherent limitations of the underlying data and methodology.
No Result constitutes a clinical, diagnostic, or patient management determination by Anvil. Results are intermediate computational outputs and are not a substitute for independent professional judgment. Any use of Results is entirely the responsibility of User and does not alter the RUO designation of the Service or create any warranty by Anvil as to fitness for any particular purpose or otherwise.
User is solely responsible for all decisions made in reliance on Results, for independently validating Results within User’s own regulatory and quality framework, and for compliance with all applicable laws and regulations governing User’s use of Results.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANVIL DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. ANVIL MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, VALIDITY, OR DETERMINACY OF ANY RESULTS, INCLUDING ANY CLAIM OF INACCURATE, INVALID, INCOMPLETE, OR INDETERMINATE RESULTS.
Anvil makes no warranty that the Service or any Results are suitable for any clinical, diagnostic, or regulatory purpose.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANVIL OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE OR THE RESULTS, WHETHER OR NOT ANVIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANVIL’S TOTAL AND CUMULATIVE LIABILITY TO USER ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE AND THE RESULTS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY USER TO ANVIL FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE APPLICABLE CLAIM.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 8 ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH ANVIL WOULD NOT HAVE PROVIDED ACCESS TO THE SERVICE.
User shall defend, indemnify, and hold harmless Anvil and its officers, directors, employees, and affiliates from and against any claims, damages, losses, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
Anvil may suspend or terminate User’s access to the Service: (i) immediately upon material breach of these Terms; or (ii) if User fails to maintain an active reagent purchase relationship as defined in Section 2.3.
Anvil may suspend User’s access to the Service immediately and without prior notice if Anvil reasonably determines, based on observable usage patterns or other available evidence, that User’s use of the Service violates or is likely to violate these Terms, including Section 4. Anvil will notify User of the suspension promptly. If User cannot demonstrate to Anvil’s reasonable satisfaction that the relevant use is compliant with these Terms, including Section 4, Anvil may terminate User’s access to the Service without further notice. Termination under this Section 10.2 carries no refund obligation. Suspension or termination under this Section is not a waiver of any other rights or remedies available to Anvil.
User may discontinue use of the Service at any time.
Upon termination, User’s right to access the Service ceases immediately. Sections 2.1, 3.2, 4, 5, 6, 7, 8, 9, 10.4, 11, and 12 shall survive termination.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
Any dispute arising out of or related to these Terms shall be resolved by binding arbitration under the rules of the American Arbitration Association, conducted in Cambridge, Massachusetts. Notwithstanding the foregoing, Anvil reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of Anvil’s intellectual property or confidential information, without the necessity of proving actual damages or posting any bond or other security.
Anvil reserves the right to amend these Terms at any time by posting updated Terms to anvildiagnostics.com/terms-of-service and providing notice to registered users by posting the amended terms on its website. Continued use of the Service following notice constitutes acceptance of the amended Terms.
These Terms, together with the Anvil Terms of Sale, constitute the entire agreement between the parties with respect to the Service and the Results.
User may not assign these Terms without Anvil’s prior written consent. Anvil may assign these Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
If any provision of these Terms is found to be invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.
Failure by Anvil to enforce any provision shall not constitute a waiver of Anvil’s right to enforce that or any other provision in the future.
User represents and warrants that User Data uploaded to the Service does not contain PHI or personally identifiable information. Anvil is not a covered entity or business associate under HIPAA with respect to the Service or the Results. User is solely responsible for ensuring that uploaded data complies with all applicable laws, including applicable privacy laws. In the event Anvil reasonably determines that User Data may contain PHI or personally identifiable information, Anvil may delete such data without liability to User and User shall be responsible for any costs or liabilities incurred by Anvil as a result of such breach.