Last Updated: October 31, 2020

These terms of use (the “Terms of Use”) are a legal agreement between you and MDX Medical, Inc. (d.b.a. Sapphire Digital) and our affiliates and subsidiaries (collectively, “Sapphire Digital,” “we,” “us,” or “our”).  These Terms of Use specify the terms under which you may access and use our website located at https://www.sapphire-digital.com/ (the “Website”). By accessing or using our Website, or otherwise manifesting your assent to these Terms of Use, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”).  If you do not agree to (or cannot comply with) all of the terms of the Agreement, you may not access or use the Website.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT, JURY WAIVER, AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM.

If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

  1. COMMUNITY GUIDELINES

Sapphire Digital’s community, like any community, functions best when its users follow a few simple rules.  By accessing the Website you agree to comply with these community guidelines (the “Community Guidelines”) and that:

  • You will comply with all applicable laws in your use of the Website and will not use the Website for any unlawful purpose;
  • You will not access or use the Website to collect any market research for a competing business;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not interfere with or attempt to interrupt the proper operation of the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content (as defined below), data, files, or passwords related to the Website through hacking, password or data mining, or any other means;
  • You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website;
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Website;
  • You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the Content protections in the Website;
  • You will not use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express, written permission; provided, however, that we may grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Website for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
  • You will not introduce, post, or upload to the Website any Harmful Code. As used herein, “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Website, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Website to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Website

If you find something that violates our Community Guidelines, please let us know, and we’ll review it.

  1. INTELLECTUAL PROPERTY

The Website contains materials, such as software, text, graphics, images, sound recordings, and other materials provided by or on behalf of Sapphire Digital or its licensors (collectively referred to as the “Content”).  The Website and Content may be owned by us or third parties.  The Website and Content are protected under both United States and foreign laws.  Unauthorized use of the Website and Content may violate copyright, trademark, and other laws.

You may access the Website and view all Content for your, or your company’s, non-commercial use, and no other use is permitted without the prior written consent of Sapphire Digital.  Sapphire Digital and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Website and  Content.  You must retain all copyright and other proprietary notices contained on the Website and in the original Content.  You may not sell, transfer, assign, license, sublicense, or modify the Website or Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Website or Content in any way for any public or commercial purpose.  We reserve the right to remove Content from our Website at any time for any reason without any notice to you.

If you violate any part of this Agreement, your permission to access the Website and Content automatically terminates and you must immediately destroy any copies you have made of the Website or Content.

The trademarks, service marks, and logos of Sapphire Digital (the “Sapphire Digital Trademarks”) used and displayed on the Website are owned by Sapphire Digital.  Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Sapphire Digital Trademarks, the “Trademarks”).  Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of Sapphire Digital Trademarks inures to our benefit.

Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance. 

  1. COMMUNICATIONS WITH US

 Although we encourage you to e-mail us or otherwise send us messages, we do not want you to, and you should not, send us any content that contains confidential information or any health information.  With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

  1. NO WARRANTIES; LIMITATION OF LIABILITY

THE WEBSITE AND CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THE WEBSITE ARE PROVIDED BY SAPPHIRE DIGITAL ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.  SAPPHIRE DIGITAL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE AND THE CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAPPHIRE DIGITAL DOES NOT WARRANT THAT: (1) THE CONTENT AND OTHER INFORMATION ON THE WEBSITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE OR THE CONTENT SHALL BE LIMITED TO ONE HUNDRED US DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

  1. INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Website; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right.  We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding.  We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

  1. COMPLIANCE WITH APPLICABLE LAWS

The Website is based in the United States.  We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States.  If you access the Website or the Content from outside of the United States, you do so at your own risk.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

  1. EXTERNAL SITES.

The Website may contain links to third-party Website (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.

  1. RESTRICTIONS

The Website is available only to individuals aged 13 years or older.  If you are 13 or older, but under the age of majority in your jurisdiction, you should review the Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.  If you are under the age of 13, you may use the Website only with the consent of your parent or guardian.

  1. CHANGES TO THE AGREEMENT

These Terms of Use are effective as of the last updated date stated at the top.  We may change these Terms of Use from time to time with or without notice to you.  Any such changes will be posted on the Website. By accessing the Website after we make any such changes to these Terms of Use, you are deemed to have accepted such changes.  Please refer back to these Terms of Use on a regular basis. 

  1. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and the Website, and your access to all or any part of the Website, at any time and for any reason without prior notice or liability.  Sections 2-6, 10-15 shall survive the termination of this Agreement.

  1. CONTROLLING LAW

This Agreement and any action related thereto will be governed by the laws of the State of New Jersey without regard to its conflict of laws provisions.

  1. BINDING ARBITRATION

In the event of a dispute arising between you and Sapphire Digital under or relating to these Terms of Use or the Website (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”).  Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION.  ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.  All disputes will be resolved before a neutral arbitrator selected jointly by you and Sapphire Digital, whose decision will be final, except for a limited right of appeal under the FAA.  The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each of you and Sapphire Digital will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules.  Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside.  The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.  The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration.  As set forth in Section 14 below, nothing in these Terms of Use will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

  1. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

  1. EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. All such claims or disputes arising out of or in connection with this Agreement shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in the State of New Jersey.

  1. MISCELLANEOUS

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.  Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Copyright MDX Medical, Inc. (d.b.a. Sapphire Digital). All rights reserved.

Back to Top