CLEARLIGHT PRIVACY POLICY

ClearLight Biotechnologies, LLC (“ClearLight”) is committed to protecting your privacy. This Privacy Policy (the “Policy”) applies to the ClearLight website, https://clearlightbiotechnologies.com and governs all usage of such website by you. Whenever you access and/or use https://clearlightbiotechnologies.com you consent to the Statement.  To the extent the Terms of Service conflicts with the Policy, then the Terms of Service Agreement governs the contractual relationship between ClearLight and you and privacy matters as well.

Collection of your Private/Personal Information

ClearLight collects personally identifiable and private information, such as e-mail addresses, names, gender, age, home or work addresses, telephone numbers and ZIP code. There is also information about your computer hardware and software that is automatically collected by ClearLight. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used by ClearLight for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the ClearLight website. Examples of the information we collect and analyze include the Internet protocol (IP) address used to connect your computer to the Internet; login; e-mail address; password; computer and connection information such as browser type, version, and time zone setting, browser plug-in types and versions, operating system, and platform; purchase history; the full Uniform Resource Locator (URL) clickstream to, through, and from our Web site, including date and time; cookie number; products you viewed or searched for; and the phone number you used to call our 800 number. We may also use browser data such as cookies, Flash cookies (also known as Flash Local Shared Objects), or similar data on certain parts of our Web site for fraud prevention and other purposes. During some visits we may use software tools such as JavaScript to measure and collect session information, including page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page. We may also collect technical information to help us identify your device for fraud prevention and diagnostic purposes.

Device Information

We collect technical information when you visit our websites or use our mobile applications or services. This includes information such as Internet Protocol (IP) address, the type of mobile device you use, your device operating system and browser type, a unique device identifier, the address of referring websites, the path you take through our websites, and other information about your session on our websites.

ClearLight encourages you to review the privacy statements of websites you choose to link to from ClearLight so that you can understand how those websites collect, use and share your information. ClearLight is not responsible for the privacy statements or other content on websites outside of the ClearLight.

Use of your Personal Information

ClearLight collects and uses your personal information to operate the ClearLight website and deliver the services you have requested. ClearLight also uses your personally identifiable information to inform you of other products or services available from ClearLight. ClearLight may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered. ClearLight does not sell, rent or lease its customer lists to third parties. ClearLight may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personally identifiable information (e-mail, name, address, telephone number) is not transferred to the third party. In addition, ClearLight may share data with trusted partners or employ other companies and individuals to help us perform statistical analysis, send you email or postal mail, arrange for deliveries, remove repetitive information from customer lists, analyze data, provide marketing assistance, provide search results and links (including paid listings and links), and provide customer service. All such third parties are prohibited from using your personal information except to provide these services to ClearLight, and they are required to maintain the confidentiality of your information.

All information disclosed to ClearLight in connection with the website https://clearlightbiotechnologies.com will be kept confidential and its use will be governed by the Terms of Service Agreement. ClearLight keeps track of the websites and pages our customers visit within ClearLight, in order to determine what ClearLight services are the most popular. This data is used to deliver customized content and advertising within ClearLight to customers whose behavior indicates that they are interested in a particular subject area.

ClearLight will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on ClearLight or the site; (b) protect and defend the rights or property of ClearLight; and, (c) act under exigent circumstances to protect the personal safety of users of ClearLight, or the public.

Use of Cookies

The ClearLight website uses “cookies” to help you personalize your online experience, as well as web beacons, mobile device identifiers and pixels. A cookie is a text file that is placed on your hard disk by a webpage server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you. You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer.

Interest Related Advertising

We use Google Analytics’ 3rd-party audience data such as age, gender, and interests to better understand the behavior of our customers and work with companies that collect information about your online activities to provide advertising targeted to suit your interests and preferences. These companies also use automated technologies to collect information when you click on our ads, which helps track and manage the effectiveness of our marketing efforts.

You Can Opt-Out

Information and resources for opting out of interest-based advertising is available from the Network Advertising Initiative here: http://optout.networkadvertising.org/?c=1

If you wish to prevent your data from being used by Google Analytics, you can download the Google Analytics opt-out browser add-on for the Google Analytics JavaScript (ga.js, analytics.js, dc.js) here: https://tools.google.com/dlpage/gaoptout

Security of your Personal Information

ClearLight secures your personal information from unauthorized access, use or disclosure. ClearLight secures the personally identifiable information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When personal information is transmitted to other websites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.

Changes to the Statement

ClearLight will occasionally update the Statement.   ClearLight encourages you to periodically review this Statement to be informed of how ClearLight is protecting your information.

E-mail Communications

To help us make e-mails more useful and interesting, we often receive a confirmation when you open e-mail from ClearLight if your computer supports such capabilities. We also compare our customer list to lists received from other companies, in an effort to avoid sending unnecessary messages to our customers. If you do not want to receive e-mail or other mail from us, you can unsubscribe using our opt out form at https://clearlightbiotechnologies.us19.list-manage.com/unsubscribe?u=05bf64f6e6ac335d46956ed21&id=b8ccb41b97

Business Transfers

In the event that all or a part of our business is merged, sold or reorganized (including transfers made as a part of insolvency or bankruptcy proceedings), personal information about you could be shared with the successor business. We will use reasonable measures to help ensure that any successor treats your information in accordance with this Policy.

With Your Consent

Other than as set out in the Policy, you will receive notice when information about you might go to third parties, and you will have an opportunity to choose not to share the information. The following rights apply to California residents. We share personal information with others outside of ClearLight for direct marketing of their products only if we have your affirmative consent (opt in).

Security Tools

We work to protect the security of your information during transmission by using Secure Sockets Layer (SSL) software, which encrypts information you input. SSL helps to protect personal information in certain areas of our websites during transport across the Internet. The presence of SSL encryption may be indicated by https in the browser URL or the image of a closed lock or solid key in the browser window. These indications may not be present in mobile services that use SSL

Accessing and Updating Your Personal Information

We provide you with various ways to access or update your personal information, including contact and account information. We also take reasonable steps to keep your personal information accurate and complete.

Exporting & deleting your information

You can export a copy of your information or delete it from your ClearLight at any time

We retain the data we collect for different periods of time depending on what it is, how we use it, and how you configure your settings:

  • Some data you can delete whenever you like, such as the content you create or upload. You can also delete activity information saved in your account, or choose to have it deleted automatically after a set period of time.
  • Other data is deleted or anonymized automatically after a set period of time, such as advertising data in server logs.
  • We keep some data until you delete your ClearLight, such as information about how often you use our services.
  • And some data we retain for longer periods of time when necessary for legitimate business or legal purposes, such as security, fraud and abuse prevention, or financial record-keeping.

When you delete data, we follow a deletion process to make sure that your data is safely and completely removed from our servers or retained only in anonymized form. We try to ensure that our services protect information from accidental or malicious deletion. Because of this, there may be delays between when you delete something and when copies are deleted from our active and backup systems.

Spatial analysis can be performed for select biomarkers, please contact us to find out if your target of interest is one of them. Imaging is currently performed on select fields of view instead of the entire sample.

Submission Guidelines

 Terms of Service Agreement                                             

  1. General Terms

These terms and conditions (“Terms”) apply to your purchase of the tissue clearing and imaging services (the “Services”) from ClearLight Biotechnologies, LLC (“we” or “us”), described in the description of services at https://clearlightbiotechnologies.com/ submitted by you (“you”) and accepted by us. The Terms form the entire contract between you and us with respect to your purchase of the Services. If, however, you are contracting for Tru3D Spatial services, a separate contract will be required, which will apply to such services. By transmitting your signature electronically (for example, clicking “I Agree”), you agree to the Terms.

2   Shipping and Payment.   

Payment is due upon receipt of an invoice from us, pursuant to the payment terms set forth therein. We will invoice you upon completion of the Services and prior to delivering any Deliverables to you.  The submission requirements page https://clearlightbiotechnologies.com/ specifies the manner in which tissues must be packaged and shipped in order for the Services to be performed.  You will be responsible for payment and procurement of a nationally recognized carrier to deliver the tissue samples to us.  If Services cannot be performed because the tissue samples are not packaged in such proper manner and/or there is a shipping issue which prevents us from performing the Services, we will notify you.

  1. Performance of Services

We will provide the Services as an independent contractor, using methods, materials, equipment, and/or related intellectual property owned or controlled by us or our affiliates (collectively “Our Technology”) to provide you with data, video and images produced by us as a direct result of the Services, as described on https://clearlightbiotechnologies.com/ (collectively, “Deliverables”). We will make a good faith effort to provide the Services and will notify you if substantial delays are likely or if we are unable to conduct the Services on your tissue samples. We will comply with all laws and regulations generally applicable to the Services.

  1. Client Materials and Data

You will provide us with tissue samples in compliance with applicable laws and regulations, including privacy laws and regulations, as well as relevant safety information.  You will supply tissue samples in sufficient amounts, and with the other characteristics of tissue samples, that we need to perform the Services, including without limitation any certification or documentation of tissue samples we reasonably request of you. The tissue samples and information you provide us must not contain any personally identifiable information.  Our performance of the Services is contingent on your providing us with de-identified samples and your compliance with all applicable privacy laws.  Your tissue samples, and all information specifically related to your tissue samples, whether you provide it or we generate it in the performance of Services (such information collectively referred to as “Data”), shall be subject to the confidentiality provisions of Section 8. Upon completion of the Services, we will maintain all tissue samples not consumed in the Services for a period of 30 days after data is distributed to the client and thereafter will discard all such tissue samples. Samples that do not meet the sample requirements and submission guidelines will be discarded immediately. We will store all Data for a period of 30 days and thereafter the Data will be deleted from our servers and we will only store compiled client reports.

  1. Use Limitations

You agree to use Deliverables for research use only, only for lawful purposes and not for any diagnostic or therapeutic purpose. Without limiting the foregoing, you shall not directly or indirectly furnish materials or information provided hereunder to any entity, or destination, or for any use, except in full accordance with all applicable laws and regulations, including without limitation export control and trade sanctions laws and regulations of the United States.

6      Ownership, Intellectual Property; no Reverse Engineering

As between us and you, and except as provided in Section 8, whether or not copyrightable or patentable (collectively, the “Client Inventions”). Client Inventions shall not include the Services or any improvements or modifications thereof, whether developed before or during the performance of the Services. You shall not, by virtue of the Services performed hereunder, obtain any license or other rights in any of Our Technology, and you shall not (a) use Deliverables other than as set forth in Section 5, (b) independently recreate the Deliverables or any materials that are proprietary to us, (c) sell or otherwise use the Deliverables for commercial purposes whether or not commercialized for research use or (d) file any patent application containing a claim to any subject matter derived from the Services, without our prior written consent.  You agree that you will not decompile, disassemble or reverse engineer all or any part of our technology used in the Services. In the event that such activity is expressly permitted by applicable law notwithstanding this limitation, you shall provide us with written notice prior to such reverse engineering activity, information regarding the intended method of reverse engineering, its purpose and the legal authority for such activity and shall afford us a reasonable period of time before initiating such activity in order for us to evaluate the activity and/or challenge the reverse engineering activity with the appropriate legal authorities. You shall refrain from such reverse engineering activity until such time as any legal challenge is resolved in your favor. Reverse engineering includes, without limitation, attempting to (a) derive the source code (b) modify, translate, reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms, including without limitation any such mechanism used to restrict or control the functionality of the data; (c) alter, adapt, modify or translate data in any way for any purpose, including without limitation error correction; or (d) thereafter, reverse engineer or otherwise attempt to discern the trade secret information of the Services.  In addition to any other rights and remedies that we may have under the circumstances, you shall be required in all cases to pay royalties to us, in an amount consistent with industry standards.

7      Non-Exclusivity

Unless expressly agreed in writing, that are identical or similar to Deliverables, provided that in doing so, we will not use any information received from you to perform Services for any third party.

 8      Confidentiality

We will treat all tissue samples and Data provided by you as proprietary and confidential to you, and will not disclose such confidential information to any person except to our employees, and subcontractors as necessary for purposes of providing the Services, and then only subject to a written confidentiality agreement that includes the requirements specified herein. If we disclose any information or materials comprising Services to you, you will treat such information and materials as proprietary and confidential to us. Each party shall protect the proprietary and confidential information or materials of the other party by using the same degree of care as such party uses to protect its own materials and information, but in any event no less than a reasonable degree of care. Notwithstanding any other provisions herein, however, each recipient party shall have no obligation to the other party for any information or material that is (a) already known to the recipient party; (b) publicly known other than by a wrongful act of the recipient party; (c) received from a third party lawfully entitled to disclose it; (d) disclosed pursuant to an enforceable order of a court or administrative agency; and/or (e) independently developed by or for the recipient party. We will own our laboratory notebooks or other records maintained with respect to the Services; but to the extent such notebooks or records contain any raw data or other confidential information of yours, such data and confidential information will continue to be your property, and the parts of the notebooks and records that contain your confidential information will be subject to our obligations of nonuse and confidentiality; provided however, that we may use the tissue samples and raw data provided by you and the Services provided to you, as part of our ongoing research to improve the provision of the Services to you and to third parties. You and we shall ensure, both during and after the performance of the Services, that (i) persons who are not bound by a confidentiality agreement consistent with the Terms shall not have access to the Services and (ii) persons who are so bound are put on written notice that the Services contain trade secrets, owned by and proprietary to us.

9      Warranty

9.1     Our Limited Warranty

Our sole warranty for the performance of Services is that the Services will be performed using due care in accordance with (a) the Terms and (b) laws, regulations and generally prevailing industry standards applicable to such Services. We are warranting that if the tissue samples are submitted as per our website guidelines, the Deliverables will contain the results described in the website guidelines.

9.2     Remedies

For valid warranty claims made, we will refund to you the fees actually paid for the particular Services giving rise to the breach of warranty.

9.3     Limitations

THE WARRANTY SET FORTH IN THIS SECTION 9 IS IN LIEU OF ANY AND ALL OTHER WARRANTIES RELATING TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT DELIVERABLES OR USE THEREOF WILL NOT INFRINGE ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. WE SHALL NOT BE LIABLE UNDER ANY LEGAL THEORY, FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS OR LOSS OF BUSINESS, EVEN IF WE HAD NOTICE OF THE POSSIBILITY THEREOF. OUR LIABILITY TO YOU FOR BREACH OF ANY PROVISION OF THESE TERMS (OTHER THAN BREACH OF (A) THE CONFIDENTIALITY PROVISIONS OF SECTION 8 OR (B) THE WARRANTY IN THIS SECTION 9 FOR WHICH LIABILITY IS LIMITED TO REFUND AS SPECIFIED HEREIN) SHALL BE LIMITED TO DAMAGES IN AN AMOUNT NOT TO EXCEED THE FEE TO BE PAID FOR THE SERVICES TO WHICH THE BREACH RELATES.

10 Indemnification

Except to the extent caused by our gross negligence or willful misconduct, you shall indemnify and hold harmless us and our affiliates and our and their respective officers, directors, employees and agents (“Indemnified Party”) from and against any and all expenses (including, but not limited to, reasonable attorney’s fees) and losses incurred by any such Indemnified Party in connection with any claim asserted by a third party arising out of or based on (a) the Services or your use of the results of the Services; and/or (b) any product or service of yours that is based in whole or part on the Deliverables, or any portion or derivative thereof; and/or the Agreement.

11 Communication, Changes, Termination

11.1 Communication

You must designate a single person (“Customer Contact”) to act as your authorized representative. Such person shall have complete authority to transmit instructions, receive information and data, and to request changes to the Services. To facilitate the Services, we may communicate with and act on instructions provided by other persons within your organization, however we will not accept any liability for a failure to communicate with, or act on instructions provided by, a person other than your Customer Contact.

11.2 Changes

Changes to the Services must be agreed by both parties in writing and may require changes in the fees or timelines.

11.3 Termination

We may terminate the Agreement if (a) you breach any material provision of the Terms and fail to remedy the breach to our satisfaction within 30 days after our written notice to you; or (b) we determine that biosecurity, biosafety, and/or feasibility reasons prevent or are likely to prevent the performance of the Services. Termination of Services in progress will result in a partial charge commensurate with the percentage of Services completed at the time of cancellation.

12 Assignment

The Agreement may not be assigned by either party without the consent of the other party, except that each party may assign the Agreement to an affiliate or to any other party to whom it transfers the business and assets related to the Agreement, provided that such assignee assumes all the rights and obligations of its assignor.

  1. Governing Law.

Delaware state law governs this Agreement without regard to its conflict of law’s provisions.

  1. Disputes.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THE TERMS WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Delaware law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

  1. Changes.

We reserve the right to modify the Agreement, in our sole discretion, at any time, to apply to Services subsequently ordered by you. Such modifications may be posted through the Terms, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review the Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

  1. Termination.

We may, in our sole discretion and without notice, restrict, deny, terminate the Agreement or suspend the Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services.

  1. Miscellaneous Provisions.

Nothing in the Agreement, the Terms, or the Services shall be construed to create a partnership, joint venture or employment relationship between us.  If any provision of the Agreement shall be determined to be invalid or unenforceable, such determination shall not affect the validity of the other provisions of the Agreement. Waiver by either party or the failure by either party to claim a breach of any provision of the Agreement shall not be deemed to constitute a waiver or estoppel with respect to any subsequent breach of any provision of the Agreement. If you are entering into the Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement or use or access the Services as an authorized representative.

Tissue Sample Requirements: