pathology slide scanning that is easy, fast, and affordable

Terms and Conditions

Welcome to histoimage, the website and online service of histoimage, LLC. (“histoimage,” “we,” or “us”). This document sets out the terms and conditions on which you (“you” or the “Client”) may use our online services, histopathology services, website, and software provided on or in connection with such services (collectively, the “Service”). By accessing or ordering any Service from histoimage, Client agrees to be bound by these terms and conditions (the “Terms”). If you do not accept these terms and conditions, histoimage shall not provide the Service to Client, and Client shall not be permitted to request or order Service from histoimage.

USE OF OUR SERVICE
This is a contract between you and histoimage. You must read and agree to these terms before using or requesting the Service. You may use the Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. In addition, the Service is not available to any users previously removed from the Service by histoimage.

If you request or access the Service on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms and that you agree to these Terms on the entity’s behalf. We may terminate or suspend your access to the Service without notice and liability if, in our determination, you violate any provision of these Terms. Upon termination, you continue to be bound by these Terms.

When a Client makes a Service Order, we will provide the Client with an order number (“Order Confirmation”) and a confirmation email detailing the Services to be performed. For purposes of clarity, Client agrees and acknowledges that these Terms and Conditions prevail over any terms or conditions contained in any Order Confirmation or other documentation, and these Terms and Conditions expressly exclude any terms or variations issued by Client, whether orally or in writing before, during, and after the provision of Services.

MEDICAL DISCLAIMER FOR INDIVIDUAL PATIENTS
You understand that histoimage does not provide medical or other professional health care, advice, diagnosis, or treatment to individual patients. You represent that you are not accessing, using, or participating in our Service and related activities to address any physical illness. You understand that histoimage is not responsible for providing medical advice concerning your physical condition and ability to access, use, or participate in the Service and related activities. You acknowledge that you have consulted or have had an opportunity to consult with a qualified medical professional before purchasing the Service. By using the histoimage website, you understand and agree that we are not engaged in the practice of medicine, either through our website or any associated communications or Service, and that the website is not a substitute for professional medical advice, diagnosis, or treatment.

DEFINITIONS
“Client Materials” shall mean those specimens and other materials provided by the Client to histoimage in connection with the histoimage Service; “Deliverables” shall mean any deliverables specifically provided for in a histoimage Service Order to be delivered by histoimage to Client. “Histoimage Service Order” shall mean an order made by Client on histoimage’s online order form and accepted in writing by histoimage or other Client written request for histoimage Service by histoimage that may be made from time to time which is received in writing by histoimage.

CHANGES
histoimage reserves the right to make unilateral modifications to these Terms and will provide notice of these changes as described below. Client may not make any changes to histoimage Service Orders once mutually accepted by both histoimage or once the samples have been submitted. Changes to a histoimage Service Order may only be made in writing and signed by and authorized by Client and histoimage. If Client wishes to make any changes, appropriate written requests for change orders must be discussed with histoimage, and any pricing adjustments must be agreed upon in writing.

CONFIDENTIALITY
histoimage acknowledges that in the course of providing the Service, histoimage, or its employees or consultants, may be supplied with or come into possession of your specimens and other Client Materials that you mark or designate in writing to us as confidential (“Confidential Client Information”). histoimage agrees that any Confidential Client Information received by histoimage will not be disclosed to any third party except to histoimage’s third-party vendors, consultants, and other service providers who perform Service on our behalf and are bound by confidentiality obligations without your prior written consent. Client acknowledges that in the course of receiving the Service hereunder, Client, or its employees or consultants, may be supplied with or come into possession of technical, business, or other information of histoimage (“histoimage Confidential Information”). Client agrees that any histoimage Confidential Information received by Client will not be disclosed to any third party without histoimage’s prior written consent.

CLIENT’S OBLIGATIONS
Client shall be responsible for obtaining all rights and permissions from third parties, if any, which shall be necessary for developing and using any Client Materials by histoimage hereunder. You represent and warrant that the Client Materials either do not contain personal data, including any personally identifiable information or protected health information or that you have the proper permission to access material that does contain personal data, including any personally identifiable information or protected health information. You represent and warrant that you have the express or explicit written consent from any person the Client Material relates or concerns (e.g., any individual whose tissue the slide content relates to), including all legally required permissions, to share the Client Material with us for performance of the Service, you have all other legally required licenses and permissions to share Client Materials with us, including our use in performing the Service, your provision of the Client Materials complies with all applicable foreign, federal, state, and local laws, regulations, rules, codes of conduct, contractual requirements, and any other applicable requirements, you will ensure the Client Materials are suitable for use by histoimage to perform the Service, you will ensure all Client Materials comply and conform to any specifications in the histoimage Service Order, all information it provides on any histoimage Service Order is accurate and complete, and you will keep this information up to date, and any use by histoimage of the Client Materials or any compliance by histoimage with the Client's instructions, whether express or implied, will not result in the infringement or alleged infringement of any intellectual property rights, including but not limited the registered copyright, trademark, United States Patent, privacy right, or other intellectual property right held by any third party. histoimage will provide to Client histoimage Service according to the fees, rates, and prices outlined in histoimage Service Orders unless expressly stated to the contrary in any applicable histoimage Service Order. Changes to the scope of the histoimage Service Order shall be made only in writing and executed by authorized representatives of both parties. The preceding notwithstanding, if histoimage, at the express written request of Client, performs work that is not covered by a histoimage Service Order or exceeds the scope of histoimage Service defined in the applicable histoimage Service Order, Client shall compensate histoimage.

NO WARRANTY
The service is provided on an “as is” and “as available” basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from histoimage or through the service will create any warranty not expressly stated herein. Without limiting the foregoing histoimage, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable, or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the service. histoimage does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the service or any hyperlinked website or service, and histoimage will not be a party to or in any way monitor any transaction between you and third-party providers of products or service. Federal law, some states, provinces, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights that vary from state to state.

The disclaimers and exclusions under these Terms will not apply to the extent prohibited by applicable law. Limitation of liability to the maximum extent permitted by applicable law, in no event shall histoimage, its affiliates, agents, directors, employees, suppliers, or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses arising out of or relating to the use of, or inability to use this service. Under no circumstances will histoimage be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the service or your account or the information contained therein. To the maximum extent permitted by applicable law, histoimage assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage of any nature whatsoever resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and (vii) content provided by a third party or the defamatory, offensive, or illegal conduct of any third party. In no event shall histoimage, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to histoimage hereunder or $100.00, whichever is greater. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if histoimage has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law. The Service is controlled and operated from facilities in the United States. histoimage makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States or are a foreign person or entity blocked or denied by the United States government. Unless otherwise stated, all materials found on the Service are solely directed to individuals, companies, or other entities in the United States.

SHIPMENTS
All finished products and Client Materials requested to be returned to the Client shall be shipped to the F.O.B. shipping point. Risk of loss shall transfer to the Client upon tender of goods to Client, Client's representative, or common carrier. Any special packing or handling cost shall be added to the order amount. If Client causes or requests a shipment delay, or histoimage ships or delivers the products erroneously as a result of inaccurate, incomplete, or misleading information supplied by Client or its agents or employees, storage and all other additional costs and risks shall be borne solely by Client.

histoimage does not provide services related to the shipment of Client Materials to or from its offices aside from local pickup of items by prearrangement for Clients within a 35-mile radius of the histoimage main office. For this reason, any Services purchased from histoimage are made pursuant to a shipment contract. This means that the risk of loss for Client Materials passes to histoimage only when the Client Materials arrive at our offices, and the risk of loss passes back to you when we deliver your Client Materials to the shipping carrier (FedEx, USPS, or other common carrier). By shipping any media to histoimage, you acknowledge that we are not responsible for late, lost, damaged, or misdirected mail.

Claims for products damaged or lost in transit should be made by Client to the carrier, as histoimage’s responsibility ceases upon tender of goods to Client, Client's representative or common carrier.

ACCESS TO DIGITIZED MATERIALS ONLINE
In certain circumstances, we may choose to make your Digitized Materials, such as whole slide images, available to you by providing you with a link to your Digitized Materials, which may be hosted in a cloud environment online, in which case we might use a third-party provider to facilitate this Cloud Digital Delivery (including by way of example, Google or Amazon) (collectively, the preceding service is understood as “Cloud Digital Delivery”).

If we make your Digitized Materials available through Cloud Digital Delivery, you acknowledge and agree that histoimage does not control the online hosting environment, its security, authenticity, or integrity. You further acknowledge and agree that histoimage has no responsibility or control over the Cloud Digital Delivery service, and histoimage shall bear no liability for anything that might happen to your Digitized Materials therein. You agree to hold harmless histoimage for any actions related to your Digital Materials in any way, whatsoever, concerning the Cloud Digital Delivery, including but not limited to any loss, destruction, corruption to the Digitized Materials, as well as any unavailability, lack of access, or irretrievability that you might experience if your Digitized Materials are offered through Cloud Digital Delivery.

PRICE AND PAYMENT
Client agrees to pay for the Service and products according to the prices outlined in each histoimage Service Order in effect at the time the Service is rendered. Prices may not include additional slide transport/storage boxes, packaging, and postage costs which can only be determined when invoicing. Any such additional charge will be verified by Client and will be added to final invoicing. histoimage’s standard payment terms are DUE UPON RECEIPT of histoimage’s invoice, which is issued upon completion and shipment of the order. In addition, depending on the size and scope of the project, an initial pre-payment, progress payments, or other non-standard payment terms may be required, and details will be included in histoimage’s Work Estimate or Project Quote. If Client fails to make any payment to histoimage when due, Client's entire account(s) with histoimage shall become immediately due and payable without notice or demand. All past due amounts are subject to service charges of 1.5% per month. Client shall have no right to order any change or modification to any product or Service previously ordered by Client or its representatives or cancel any order without histoimage’s written consent and payment to histoimage of all charges, expenses, commissions, and reasonable profits owed to or incurred by histoimage. Specially fabricated or ordered items and supplies may not be canceled or returned, and no refund will be made.

SPECIMEN AND OTHER CLIENT MATERIALS SUBMISSION REQUIREMENTS AND DISCLAIMERS
For histoimage to provide high-quality and efficient service to Client, histoimage has developed the following requirements and disclaimers to help ensure that the Client’s specimens and other Client Materials arrive in viable condition. histoimage will not be held responsible for:

Any specimen or other Client Materials that is not submitted using histoimage’s Service Order, or any mistake made on such Service Order by Client.
Any illegibly written ID numbers on specimen or other Client Materials manifests, containers or cassettes.
The quality of slides sectioned and stained from poorly processed tissue submitted to us as paraffin blocks.
Labeling that washes off during processing of cassettes sent to us labeled with improper ink.
Any unpredicted result.

Further, if any “untried” tissue, material, or antibody is submitted to histoimage for “R&D” (Research and Development) workup, the Client is responsible for paying us for our time and efforts, even if the results are not in the Client's favor. histoimage will not be held responsible for:

Any poorly processed specimens which are sent to us in cassettes.
Impropoerly trimmed tissue samples.
Poor results from any special stain and IHC runs without histoimage's control slide.
Damages caused by missing instructions

Client is responsible for entering special instructions for every online order. If the Client sends histoimage poorly prepared or poorly processed tissue samples (including, but not limited to, glass slides and specimen), and the aforementioned tissue sample damages histoimage equipment, the Client will be responsible for all charges by histoimage for repairing and replacing the equipment.

INTELLECTUAL PROPERTY
Each Party shall own all rights, title, and interest in and to any inventions made solely by such Party’s employees, agents, and independent contractors in the course of conducting its activities under this Agreement during the Term, together with all intellectual property rights therein, including any rights to applications or other protections for any of the preceding. histoimage acknowledges and agrees that except for any histoimage intellectual property or intellectual property rights contained therein and subject to the terms hereof, all Deliverables, Client Materials, and Client Confidential Information will be Client’s property. Service Notwithstanding the preceding, histoimage shall have the right to use Client Materials and Deliverables for its internal purposes, including but not limited to improving its Service. Unless Client explicitly declines participation, Client agrees to contribute data to OpenHistoPath, and Client agrees to license Client Materials and Deliverables for use in the OpenHistoPath archive database (PathArchive) according to the terms of the Database Contribution License. Client agrees that histoimage possesses or may in the future possess analytical methods, computer technical expertise, and software, which have been independently developed by histoimage and which will remain the sole and exclusive property of histoimage. Improvements or enhancements made to histoimage’s processes or methods independently developed by histoimage and are incidental to the provision of Service hereunder will remain the sole property of histoimage.

ENTIRE AGREEMENT
These Terms constitute the entire, complete, and exclusive agreement between the parties concerning the subject matter hereof and contain all the agreements and conditions of sale. No terms and conditions other than the terms and conditions contained herein shall be binding upon histoimage, and the terms and conditions contained herein may not be added to, modified, superseded, or otherwise altered except by a written modification executed by both the Client and histoimage and signed by a co-founder of histoimage. All transactions shall be governed solely by the terms and conditions contained herein. Client will be deemed to have assented to all terms and conditions contained herein if any part of the goods and Service described herein are shipped, or an invoice is presented in connection with the said goods and Service.

INDEMNIFICATION
Client shall defend, indemnify and hold harmless histoimage and its officers, directors, and employees, jointly and severally, from and against any claims, suits, actions, proceedings, liabilities, losses, damages, or expenses, including any legal and expert fees and expenses and all costs of investigation, which arise out of or relate to (i) Client's breach of any term or provision of this Agreement; (ii) the Client Materials in any manner; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any content you submit including, without limitation, any misleading, false, or inaccurate information; or (vi) your willful misconduct. Client shall reimburse histoimage for all expenses (including counsel fees and expenses) incurred by histoimage in connection with any such actions or claims.

NON-WAIVER
histoimage’s failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of histoimage’s rights or remedies hereunder, nor its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by a histoimage co-founder.

SET-OFF
Client shall not be entitled to set-off any amounts due Client against any amount due histoimage in connection with this transaction.

SEVERABILITY; ASSIGNMENT
If any provision of this agreement, or any portion thereof, is held to be invalid or unenforceable by any court of competent jurisdiction, such invalid or unenforceable provision or portion thereof shall not affect the remainder of this agreement. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by histoimage without restriction.Any attempted transfer or assignment in violation hereof shall be null and void.

GOVERNING LAW AND ARBITRATION
Governing Law. You agree that: (i) the Service shall be deemed solely based in Indiana; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Indiana. This Agreement shall be governed by the internal substantive laws of the State of Indiana without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences concerning the substantive law, any arbitration conducted according to this Agreement's terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Saint Joseph County, Indiana for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as outlined in theArbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Saint Joseph County, Indiana is the proper forum for any appeals of an arbitration award or trial court proceedings if the arbitration provision below is unenforceable.

Arbitration.
Read this section carefully because it requires the parties to arbitrate their disputes and limits how you can seek relief from histoimage.
For any dispute with histoimage, you agree to first contact us at legal@histoimage.com and attempt to resolve the dispute with us informally. In the unlikely event that histoimage has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional ExpeditedArbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Saint Joseph County, Indiana unless you and histoimage agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process.Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing histoimage from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual Property Rights, or other proprietary rights.

Class Action/Jury Trial Waiver.
Concerning all persons and entities, regardless of whether they have obtained or used the service for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class action collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and histoimage are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

NOTIFICATION PROCEDURES AND CHANGES TO THESE TERMS
histoimage is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. histoimage may, in its sole discretion, modify or update these Terms from time to time, so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your use of the Service after any such change constitutes your acceptance of the new Terms. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.

These Terms were last modified on January 10, 2023.