Welcome to the Quartzy website. These Terms of Service govern your access to, and use of, our Site, and our provision of a variety of services, including inventory tracking, order requests, catalog searches, product ordering and support services.
- We’ll refer to these Terms of Services as the “Terms”, and to our website and web application as the “Site”.
- We’ll refer to Quartzy as “Quartzy” or “we” or “us” or “our”.
- We’ll refer to all the services we provide, individually and collectively, as the “Services”.
- We’ll refer to you, the person or entity agreeing to these Terms, as “you” or “your”, and (to the extent you use any Service), a “Customer”.
1. Agreement to Terms
By accessing or using the Site, and/or using a Service, you agree to these Terms. By accessing or using the Site, and/or using a Service, you represent that you are at least 18 years old.
2. Changes to Terms or Services
We may modify the Terms at any time. If we do so, we’ll let you know either by posting the modified Terms on the Site, or through other communications. If you continue to use the Site and the Services after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms.
3. Your Right to Use the Site; Your Restrictions
- Things you can do. Subject to your compliance with these Terms, Quartzy grants you a personal, limited, non-exclusive, non-transferable, non-sublicenseable license to electronically access and use the Site solely as provided for in these Terms.
- Things you can’t do. You will not (and you will not allow any other person to) do any of the following:
a. circumvent or manipulate the Quartzy fee structure, billing process, or other fees owed to Quartzy;
b. publish on or upload to the Site anything unlawful, misleading, malicious, or discriminatory;
c. access or attempt to access any other Quartzy systems, programs, data or accounts that are not made available for public or your use;
d. copy, reproduce, republish, upload, post, transmit, resell or distribute in any way any material from the Site, except as allowed with respect to your data.
e. work around any technical limitations in the Site, use any tool to enable features or functionalities that are otherwise disabled in the Site, or decompile, disassemble, or otherwise reverse engineer the Site except as otherwise permitted by applicable law;
f. perform or attempt to perform any actions that would interfere with the proper working of the Site, prevent access to or the use of the Site by Quartzy’s other licensees or customers, or impose an unreasonable or disproportionately large load on Quartzy’s infrastructure;
g. frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Quartzy or the Site or use any Quartzy trademark or service marks, unless authorized to do so in writing by Quartzy;
h. attempt to probe, scan, or test the vulnerability of any Quartzy system or network or breach any security or authentication measures;
i. attempt to access or search the Site or download content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Quartzy or other generally available third-party web browsers;
g. send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
k. impersonate or misrepresent your affiliation with any person or entity; or
l. otherwise use the Site except as expressly allowed under the Terms.
- Quartzy’s (and its licensor’s) Intellectual Property. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary rights. Some of the content on the Site may be the copyrighted work of third parties. Quartzy, the Quartzy logo, and other Quartzy trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Quartzy. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. Quartzy and its licensors exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Quartzy or its personnel in connection with performing the Services (collectively “Quartzy Materials”), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights (“Intellectual Property Rights”) therein. You will have no rights in any trademarks, the Quartzy Materials or the Site except as expressly set forth in these Terms.
4. Use of the Services; Providing Us Information
- You’ll Start by Creating an Account; Information You Must Provide. You will need to register with Quartzy to become a Customer. You agree to provide accurate, complete registration information, and to keep that information current. You agree that Quartzy may store and use your registration information to maintain your account.
- Information You Must NOT Provide; DISCLAIMERS.
1. Confidential Information of Third Parties. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Quartzy any data or information (including but not limited to third-party product or pricing information) which you are restricted from disclosing pursuant to any confidentiality (or similar) agreement with any third party. QUARTZY EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH THIRD PARTY CONFIDENTIAL INFORMATION.
2. Protected Health Information. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Quartzy any data or information which may qualify as protected health information (or any similar information) regulated under the Health Insurance Portability and Accountability Act of 1996 and related regulations (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) (all such data or information, collectively, “PHI”). QUARTZY EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH PHI.
6. Quartzy’s Data Security; Disclaimer
- The Security of Your Information is Important to Quartzy. Quartzy takes reasonable administrative, physical and electronic measures designed to protect from unauthorized access, use or disclosure of the information that we collect from you. Quartzy servers are located in professional and secure hosting facilities designed to host servers with protection from unwanted attacks over the Internet and physical attacks to the building or server itself. In particular, the Site’s servers are in a private network with a dedicated firewall, and are protected by round-the-clock interior and exterior surveillance. For physical security, our data centers are all SSAE-16 and/or ISO 27001 compliant. Our software infrastructure is regularly updated with the latest security patches. All access to the Site’s servers is protected by two-factor authentication, and all traffic between servers is encrypted as well.
- Quartzy Will Notify You and Try to Fix any Breaches of Security. If there is a suspected, threatened or actual security incident or breach of security involving Your Information (a “Security Breach”), Quartzy will at its own expense: (i) investigate and take all steps to identify, prevent and mitigate the effects of such Security Breach; (ii) promptly notify you of the incident; and (iii) as soon as reasonably possible (A) conduct any recovery reasonably possible to remediate the impact of such Security Breach and (B) comply with applicable law and industry practices relating to such Security Breach. Despite the foregoing, you acknowledge and agree that this clause constitutes notice by Quartzy to you of the ongoing existence and occurrence or attempts of Unsuccessful Security Incidents for which no additional notice to Client shall be required. “Unsuccessful Security Incidents” means, without limitation, pings and other broadcast attacks on Quartzy’s firewall, port scans, unsuccessful login attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Your Information.
- Quartzy Backs Up Your Information. Quartzy stores all data in multiple secure locations, and performs multiple daily backups of all critical data (including the database). Quartzy also tests its backups in duplicate environments on a regular basis to ensure their correctness, and to test disaster recovery scenarios. Database backups are audited daily.
- You Have Security Responsibilities. You agree to: (i) Keep your password and online ID secure and strictly confidential, providing it only to authorized users of your account; (ii) instruct each person to whom you give your online ID and password that he or she is not to disclose it to any unauthorized person; (iii) notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person; and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. When you give someone your online ID and online password, you are authorizing that person to access and use your account, and you are responsible for any and all transactions that person performs while using your account, even those transactions that are fraudulent or that you did not intend or want performed. You agree to indemnify and hold harmless Quartzy from and against any and all liability arising in any way from the access to the Site by persons to whom you have provided your online ID and/or online password.
- Some Third Parties May have Incidental Access to Your Information. Quartzy works with other companies to provide information technology services to users of the Site. These companies may have access to Quartzy's databases, but only for the purposes of providing service to Quartzy. For example, a third party may obtain access to Your Information in an effort to update database software, or manage data. These companies will operate under consumer confidentiality agreements with Quartzy.
- The Internet is Not Guaranteed to be Safe. Please be aware that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. QUARTZY SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF YOUR INFORMATION, EXCEPT TO THE EXTENT THAT SUCH UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS IS DUE SOLELY TO QUARTZY’S GROSS NEGLIGENCE OR MISCONDUCT.
7. Ordering Products on Quartzy.com
- Certain Definitions Applicable to Buying Products on Quartzy.com.
1. “Order” is defined as the purchase order issued by you to Quartzy for the Products.
2. “Products” are defined as all products and services to be supplied by Quartzy or a third-party manufacturer under the Order.
- Who Cannot Buy. At Quartzy, we’re happy in almost all instances to help you with your lab’s inventory needs. But in certain cases, we cannot accept Product Orders from you. In particular, you cannot purchase any Products on Quartzy.com if:
1. You are located outside of the United States of America, or you are shipping any product outside the United States of America.
2. You are purchasing a regulated item which you do not have the legal right to purchase or own or use.
3. You intend to directly or indirectly resell the Product, or provide the Product to any person or entity who will resell it.
- How to Order Products. You can select Products for purchase in several ways: by browsing catalogs on the Site, selecting items, putting them in your cart and completing the “check out” process, purchasing through your electronic procurement system, or by responding to an official Quartzy quote or pricing proposal. Based on your product requests or other of Your Information, Quartzy may provide you with quotes for Products. Any such quotes are valid for no less than 30 days after Quartzy provides the quote. An Order submitted by you to Quartzy corresponding to Products for which you’ve completed “check out”, or an Order submitted by you to Quartzy corresponding to an official Quartzy offer or pricing proposal, constitutes the agreement for Quartzy to provide the Products quoted and for you to receive and pay for such Products. Quartzy is also an Amazon Associate and earns from qualifying purchases.
- Your Order Cannot Contain Additional Terms or Conditions. These Terms set out the complete and exclusive statement of the contract between you and Quartzy with respect to your purchase of Products. Any additional or conflicting provisions contained in an Order from you are expressly rejected.
- Quartzy Can’t Guarantee that Product Information is Correct. While Quartzy strives for accuracy in its Product information, Quartzy cannot ensure that the information with respect to any Product is correct. You agree that Quartzy shall not be liable for any for clerical, graphical, typographical, and printing errors, including with respect to Product pricing.
- International Access. Though the Site may be accessible from outside the United States, You cannot order Products from the Site if you are outside the United States or for delivery outside the United States. If you access and use this Site outside the United States you are responsible for complying with your local laws and regulations.
8. Packing, Shipping and Insurance
- We May Ship Product to you Directly, or We May Use “Drop Ship” via a Third Party Shipper. Quartzy will select the appropriate shipper for your order. Quartzy ships freight on board (FOB) destination. That means that title to the Product transfers to you (and our responsibility for risk of loss of the Product stops) at time and place of delivery to you. Any associated freight costs or handling fees will be quoted at the time an offer is made.
- It’s Possible that your Ordered Product may be Unavailable. Although Quartzy tries to ensure that the Product availability on the Site is accurate, you acknowledge that from time-to-time even those Products designated as in inventory will not be available at time of shipment. If an Order cannot be shipped in its entirety due to unavailability of the Product, Quartzy will promptly notify you, and provide an estimated shipment date for those Products which are unavailable.
- Products Damaged in Shipping; Insurance. Quartzy carefully packs Products according to guidelines recommended by freight forwarders. When you receive your Product delivery, inspect it right away for both damage or discrepancy in what you ordered. If there is any damage, take a photo of the damaged area. Photos of the label on the box are also helpful. If the carrier damaged the item in transit, take pictures of the damaged package. Once accepted, you assume all liability for any physical damage identified and/or incurred after acceptance.
- Quartzy Will Help You with Damaged Products. Despite any other section of these Terms, and whether your Product came from Quartzy or a third-party manufacturer after Ordering on the Site, Quartzy will work with you in good faith to try to resolve any claims of damaged Product.
9. Payment Terms
- Invoicing and Payment. Quartzy will invoice you for any Products you purchase on the Site. Except in the case where you have a separately agreed-to credit arrangement with Quartzy, you must pay for any Products you order before Quartzy will ship those Products. All payments are to be made in United States dollars, including applicable taxes, and other charges such as government imposed surcharges which Quartzy may be required to pay or collect with respect to the provision of Products. Except as expressly provided otherwise in these Terms, fees and payments are non-refundable and non-transferable.
- Your Failure to Pay or Failure to Pay on Time. If you have any outstanding balance due on your account, then Quartzy has the right to withhold shipping any Product to you until you have paid your account balance in full. If your payment is late, Quartzy may charge interest on your outstanding late balance at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by law, calculated from the date such amount was due until the date that payment is received by Quartzy. You agree to reimburse Quartzy for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts.
10. Order Cancellation; Product Returns and Refunds
- Cancelling Your Order. You may cancel an Order at any time prior to shipping with no penalty. Once an Order has shipped, you may not be able to cancel it, especially if it ships directly from one of our manufacturers. The Order may be subject to a restocking fee, and you will be responsible for all shipping charges incurred (outbound to you and return to Quartzy facility).
- Quartzy makes Product returns easy. Quartzy will help you with Product returns, even if you bought something that shipped directly from the manufacturer.
- How to return the wrong Product shipped from Quartzy. If Quartzy ships you a Product other than what you ordered, Quartzy will arrange the return of the incorrect Product in exchange for the correct Product at Quartzy’s expense. Please email email@example.com within 5 business days of receipt of your purchase to obtain a Return Merchandise Authorization (RMA) prior to shipping the Product back to Quartzy. Please include the Order number in the subject box of your e-mail and specify the reason for your request to return the item in the e-mail.
- How to return the wrong Product shipped from the Manufacturer. If one of our manufacturers ships you a Product other than what you ordered, please email at firstname.lastname@example.org, and Quartzy will assist you in completing your Product return.
- Please package returned items carefully. Approved returns should be sent in their original packaging and in the condition in which you received the item. We require that you pack them securely, and that you include the original packing slip with the return along with written documentation of why the item is being returned. Items must be shipped back within 30 business days of receipt in order to be eligible for a refund or exchange. All returns will be checked in and assessed.
- What if the Product delivery is fine, but you just aren’t happy with the Product? If, for any reason, you are not satisfied with the order you received, please email email@example.com within 30 days of receiving your Product. One of our team members will be happy to try to make things right.
- Exceptions to the rules: some things are not returnable. Despite anything else in these Terms, some Products are not returnable. If there is a problem with any of these Products, please email details to firstname.lastname@example.org, and we’ll work with you to try to solve that problem and make you happy. Non-returnable items may include but are not limited to: Products which have been personalized or customized, Products not resalable as new, sterile products, antibodies, enzymes, kits, media like FBS or Trypsin-EDTA, and anything that ships on ice.
11. Limited Warranty
- Your Warranty. Warranty obligations for Products purchased through the Site are the direct responsibility of the manufacturer, and you should contact the manufacturer directly for warranty information and fulfillment. Despite that, if there is a problem with any Product covered by warranty, we are happy to work with you to try to solve that problem and make you happy. To request our help, please email details to email@example.com.
- WARRANTY DISCLAIMER. QUARTZY HEREBY DISCLAIMS ALL OTHER WARRANTIES OR GUARANTEES WITH RESPECT TO THE PRODUCT, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. Product Recalls
Quartzy will use commercially reasonable efforts to notify you promptly if Quartzy has knowledge of any public or private recalls of any Product provided in connection with these Terms.
We welcome feedback, comments and suggestions for improvements to the Site and the Services (“Feedback”). You can submit Feedback by emailing us at firstname.lastname@example.org or through the functionality available on the Site. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon, and otherwise use the Feedback for any purpose.
14. Links to Third Party Websites or Resources
The Site may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
- Term. These Terms commence on the date on which you accept them and, unless terminated earlier, will continue until terminated.
- Termination. Quartzy is eager to have a long-term relationship with you. Quartzy may, however, cancel your account, and/or terminate your rights to any or all of the Site if you provide false, inaccurate or incomplete information to us, if you are in breach of any of your obligations under these Terms, or if your account is associated with a competitor of Quartzy. You may cancel your account at any time by sending an email to us at email@example.com.
- Effect of Termination. Upon termination of these Terms (i) your right to access and use the Site and Services will immediately terminate; and (ii) all fees you may owe will become immediately due and payable.
- Survival. Sections 3(B), 3(C), 4(B), 5(H), 6(F), 9, 11, 15(C), 15(D) and 16-20, plus all related definitions and all accrued rights to payment will survive any termination or expiration of these Terms.
16. Important Disclaimers
EXCEPT AS MAY BE OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE SITE AND THE SERVICE ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, QUARTZY EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. QUARTZY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE. QUARTZY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Quartzy is not responsible or liable for any user content posted on the Site or in connection with the Service. We do not control and are not responsible for what you or other users of the Site post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Site content.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Quartzy assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications. Quartzy is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to your or any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site or the Service.
18. Limitation of Liability
Quartzy shall have no liability for any loss, damage, or injury resulting from your or any third parties’ negligence, lack of training, use or misuse, or misapplication of any Product. You agree to indemnify, defend, and hold harmless Quartzy and its employees from any claims, damages and actions of any kind or nature arising from or caused by the use or misuse of any Product.
IN NO EVENT WILL QUARTZY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, THE SITE, OR ANY RESEARCH OR EXPERIMENT OR OTHER WORK PERFORMED USING ANY PRODUCTS PURCHASED THROUGH THE SITE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF QUARTZY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QUARTZY’S TOTAL LIABILITY TO CUSTOMER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO QUARTZY BY CUSTOMER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
19. Export Regulations
You acknowledge that each Product and any related software and technology, including technical information supplied by Quartzy or contained in documents (collectively "Items"), may be subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the "EAR"), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Both Quartzy and you agree to comply with applicable U.S. Export Administration Regulations and other laws and regulations governing exports as are in effect from time to time.
20. General Terms
These Terms constitute the entire and exclusive understanding and agreement between Quartzy and you regarding the Services, and supersede and replace any and all prior oral or written understandings or agreements between Quartzy and you regarding the Site and the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Quartzy’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Quartzy may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Quartzy under these Terms, including those regarding modifications to these Terms, will be given by Quartzy: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Quartzy’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Quartzy. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages.
These Terms and all matters arising out of, or relating to, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The sole venue for all disputes relating to these Terms shall be in Santa Clara County, California.
21. Contact Information
If you have any questions about these Terms or the Services please contact Quartzy at firstname.lastname@example.org.