TERMS OF SERVICE (TOS)

Effective as of July 1, 2009

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (a “User” or “you”) and QUADEL CONSULTING CORPORATION (“Quadel” or “we”).  BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE QUADEL SITE, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (THE OR THIS “TOS”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE QUADEL WEB SITE AND ITS APPLICATIONS, MATERIALS, AND INFORMATION, INCLUDING, WITHOUT LIMITATION, THE QUADEL COURSEWORK, CERTIFICATION PROGRAMS, AND NEWSLETTERS MADE AVAILABLE THROUGH THE QUADEL WEB SITE (COLLECTIVELY, THE OR THIS “SITE”).  QUADEL IS WILLING TO LICENSE THE USE OF THIS SITE AND PROVIDE THE RELATED SERVICES TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS.  IF YOU DO NOT AGREE WITH THIS TOS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THIS SITE AND ARE INSTRUCTED TO EXIT THIS SITE IMMEDIATELY.

TERMS AND CONDITIONS

1. LICENSE GRANT.  This Site is provided by Quadel, and this TOS provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use this Site conditioned on your continued compliance with the terms and conditions of this TOS.  You may print and download materials and information from this Site solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information.  If you are using the Site on behalf of a company or other business entity, please note that such a company or entity may have a separate agreement with Quadel.  Nevertheless, your use will be subject to the terms and conditions of this TOS.

2. RESTRICTIONS.  Notwithstanding the foregoing, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Site.  Moreover, you may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of this Site or in any way reproduce or circumvent the navigational structure or presentation of this Site to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site, (ii) attempt to gain unauthorized access to any portion or feature of this Site, including, without limitation, the account of another User(s), or any other systems or networks connected to this Site or to any Quadel server or to any of the services offered on or through the Site, by hacking, password “mining,” or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of this Site or any network connected to the Site, nor breach the security or authentication measures on this Site or any network connected to the Site, (iv) reverse look-up, trace, or seek to trace any information on any other User of or visitor to the Site, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of this Site or Quadel’s systems or networks or any systems or networks connected to the Site, (vi) use any device, software, or routine to interfere with the proper working of this Site or any transaction conducted on the Site, or with any other person’s use of the Site, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Quadel on or through the Site, (viii) use the Site or any Forum (as such term is described below) to harvest or collect e-mail addresses or other contact information; or (ix) use this Site in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Quadel.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPYING OR REPRODUCING ANY SERVICES, PROGRAMS, PRODUCTS, INFORMATION, OR MATERIALS PROVIDED BY QUADEL TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
3. USER OBLIGATIONS.  By downloading, accessing, or using this Site in order to view our information and materials or submit information of any kind, you represent that you are at least eighteen (18) years of age and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on this Site, including, without limitation, when you provide information via a Site registration or submission form.  If you provide any false, inaccurate, untrue, or incomplete information, Quadel reserves the right to terminate immediately your access to and use of this Site.  In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of this Site.  You also acknowledge and agree that use of the Internet and access to this Site is solely at your own risk.  While Quadel has endeavored to create a secure and reliable Site, you should understand that the confidentiality of any communication or material transmitted to/from this Site over the Internet or other form of global communication network cannot be guaranteed.  Accordingly, Quadel is not responsible for the security of any information transmitted to or from the Site.  You must make your own determination as to these issues.
4. PROPRIETARY RIGHTS.  This TOS provides only a limited license to access and use the Site.  Accordingly, you expressly acknowledge and agree that Quadel transfers no ownership or intellectual property interest or title in and to this Site to you or anyone else.  All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Site, unless otherwise indicated, are owned, controlled, and licensed by Quadel and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations.  Except as expressly provided herein, Quadel does not grant any express or implied right to you or any other person under any intellectual or proprietary rights.  Accordingly, your unauthorized use of this Site may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.  Please be aware that Quadel actively and aggressively enforces its intellectual property rights to the fullest extent of the law and, in particular and without limitation, with respect to illegal use of terms confusingly similar to any of Quadel’s trademarks.  This Site is Copyright © 2008-09 Quadel and/or its licensors.  All rights reserved.  Quadel also owns a copyright in the contents of this Site as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of this Site.  Any downloadable or printable programs, directories, databases, information, or materials available through this Site and all copyrights, trade secrets, and know-how related thereto, unless otherwise indicated, are owned by Quadel.  QUADEL, QUADEL CONSULTING, the Quadel logo, and all other names, logos, and icons identifying Quadel and its programs, products, and services are proprietary trademarks of Quadel, and any use of such marks, including, without limitation, as domain names, without the express written permission of Quadel is strictly prohibited.  Other product and company names mentioned herein may be the trademarks and/or service marks of their respective owners.
5. COURSE REGISTRATION; SPECIFIC PROGRAMS; OTHER TERMS AND CONDITIONS.  Additional notices, terms, and conditions may apply to the registration for coursework or certification, receipt of services, participation in a particular program, User registration with the Site, and/or to other specific portions or features of the Site, all of which are made a part of this TOS by this reference.  You agree to abide by such other notices, terms, and conditions.  If there is a conflict between this TOS and the terms posted for or applicable to a specific portion of the Site, including any restricted areas offering on-line access to Quadel’s programs, tools, or services, the latter terms shall control with respect to your use of that portion of the Site.  Quadel’s obligations, if any, with respect to its services, programs, and/or products are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such terms, conditions, notices, and agreements.
6. DIRECTORY.  Quadel may make available through the Site an on-line directory of Quadel housing professional information (the “Quadel Directory”).  In addition to any other terms and conditions set forth in this TOS, you acknowledge and agree that the Quadel Directory shall be used only for personal purposes and that any information of the Quadel Directory shall be kept confidential and not further published, displayed, or made accessible.  Accordingly, unless Quadel has provided its prior written consent, you acknowledge and agree that the contents of the Quadel Directory may not, in whole or in part, be reproduced, copied, disseminated, entered into a computer database, used as part of or in connection with a mailing list or otherwise utilized, in any form or manner or by any means inconsistent with this TOS.  You also acknowledge that a person or entity’s listing in the Quadel Directory represents only that such person or entity is an active member of Quadel.  Quadel makes no further representations or warranties regarding any such person or entity listed in the Quadel Directory and any information made available through the Quadel Directory is provided on an “AS-IS” and “AS-AVAILABLE” basis without warranty of any kind.
7. USER NAME HANDLING POLICY.  Registration as a User for certain functionality or areas of this Site requires both a user name and a password (to be created and which may be changeable by you).  You should consider your user name and password as confidential information.  Only one User can use one user name and password and, thus, one account.  Doing so insures that only you will be able to access your account on the Site.  Anyone with knowledge of both your user name and password can gain access to the restricted portions of this Site and to your account.  Accordingly, by using this Site, you agree to keep your user name and password confidential.  You also agree not to use another User’s user name and password.  You will immediately notify Quadel if you become aware of any loss or theft of your password or any unauthorized use of your user name and password.  Quadel cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.  Quadel reserves the right to delete or change a user name or password at any time and for any reason.
8. PRIVACY POLICY.  You understand, acknowledge, and agree that the operation of certain portions of this Site requires the submission, use, and dissemination of various personally identifiable information.  Accordingly, if you wish to access and use those areas of the Site, you acknowledge and agree that your use of this Site will constitute acceptance of Quadel’s personal identifying information collection and use practices.  Please see Quadel’s Privacy Policy for a summary of Quadel’s personal identifying information collection and use practices.
9. POSTINGS.  This Site may contain blogs, message boards, comment areas, questionnaires, chat rooms, and other interactive features where Users can share and post information.  To the extent that this Site contains such communication forums (collectively, “Forums”), you agree that by using this Site you will not post or transmit any of the following materials on the Site’s Forums:
* anything that interferes with or disrupts this Site or the operation thereof,
* statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others,
* unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
* statements or material that violates other contractual or fiduciary rights, duties, or agreements,
* statements or material that is bigoted, hateful, or racially offensive,
* statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
* statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
* statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
* statements or material that harms minors,
* statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of Quadel,
* statements or material that misrepresents your affiliation with any entity and/or Quadel,
* anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal identifying information of another individual,
* chain letters or pyramid schemes,
* statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials,
* statements or material that are “off-topic” for a designated Forum, and
* files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or this Site.

As Forums are public, the User experience is enhanced if you follow the foregoing and following guidelines.  Please use netiquette.  Please do not post any content or information of a personal nature, such as video or audio of friends and family.  Please be succinct and stay on topic within a particular Forum.  Please remember to respect others and their opinions.  Quadel encourages open and sincere communication, but urges all Users to remember that Forums are intended to be a resource for all.
10. PERMISSION TO USE POSTINGS.  By submitting content or information of any type (a “Posting”) to a Forum or other portion of this Site or by otherwise using this Site to transmit or display a Posting, you automatically grant Quadel a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such content or information (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information.  You represent that you have all necessary rights to make the Posting available to Quadel and a Forum, and you also acknowledge that such Postings are non-confidential for all purposes and that Quadel has no control over the extent to which any idea or information may be used by any party or person once it’s posted or displayed.  Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to appear on this Site Quadel has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting.  Moreover, Quadel assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display, or transmit any confidential or sensitive information.
11. NO PRE-SCREENING OF POSTINGS.  Quadel is not responsible for screening, policing, editing, or monitoring your or another User’s Postings and encourages all of its Users to use reasonable discretion and caution in evaluating or reviewing any Posting.  Moreover, and except as provided below with respect to Quadel’s right and ability to delete or remove a Posting (or any part thereof), Quadel does not endorse, oppose, or edit any opinion or information provided by you or another User and does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other User.  Nevertheless, Quadel reserves the right to delete or take other action with respect to Postings (or parts thereof) that Quadel believes in good faith violate this TOS and/or are, or are potentially, unlawful or harmful to Quadel or its products, services, and goodwill.  If you violate this TOS, Quadel may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and/or terminate your use of the Site.  Moreover, it is a policy of Quadel to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws.  If you become aware of Postings that violate these rules regarding acceptable behavior or content, you may contact Quadel as provided below.
12. COPYRIGHT; DESIGNATED AGENT FOR NOTIFICATION OF CLAIMS OF INFRINGEMENT.  Quadel respects the intellectual property of others, and it asks its Users to do the same.  Accordingly, it is Quadel’s policy to respond to a notice of alleged infringement that complies with U.S. Copyright Law, and in particular, the Digital Millennium Copyright Act.  Responses may include removing or disabling access to content or material claimed to be the subject of infringing activity and/or terminating your right to access and use the Site.  But, you acknowledge that you may be liable for damages, including attorneys’ fees and costs, if you materially misrepresent that a work or activity is infringing your rights.  If we terminate or suspend a User’s access to or use of the Site, Quadel will make a good-faith attempt to contact the person who posted the content so that they may make counter notification pursuant to applicable laws.  It is Quadel’s policy to document all notices of alleged infringement upon which Quadel decides to take action.  As with all legal notices, a copy of the notice may be sent to one or more third parties who may make such notice available to the public.  If you believe that one or more of your works have been copied in a way that constitutes copyright infringement, please provide a written notice of your claim of copyright infringement that is directed to Quadel’s designated agent as specified below along with the following information:

  • A signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
  • A description, in reasonable detail, of the copyrighted work that you claim has been infringed;
  • A description, in reasonable detail, of where the material that you claim is infringing is located on the Site;
  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your written notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
  • Designated Agent:  Karyl Dunson, ( 202 ) 789-2500,kdunson@quadel.com.

13. ENFORCING SECURITY ON THE SITE.  Actual or attempted unauthorized use of this Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law.  Quadel reserves the right to view, monitor, and record activity on this Site without notice or permission from you.  Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site.  Quadel will also comply with all court orders involving requests for such information.  In addition to the foregoing, Quadel reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt operation of or access to the Site, or any portion of this Site in order to protect the Site, Quadel, or Quadel’s business.
14. FEEDBACK AND SUBMISSIONS.  Quadel welcomes your feedback and suggestions about Quadel’s products or services or with respect to how to improve this Site.  By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to Quadel, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey such feedback to Quadel.  In addition, any feedback received through this Site will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Quadel to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
15. THIRD-PARTY PRODUCTS/SERVICES.  Quadel, in its sole discretion, may post the advertisements of third parties on this Site and/or feature materials, programs, products, and services provided by third parties, including, without limitation, Quadel’s members.  Quadel makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access.  Your correspondence or any other dealings with third parties found on this Site are solely between you and such third party.  Quadel expressly disclaims responsibility and liability for all third-party provided materials, programs, products, and services contained on or accessed through the Site, and you agree that Quadel shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on this Site.
16. LINKS TO OTHER SITES.  Quadel may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services.  These sites have not necessarily been reviewed by Quadel and are maintained by third parties over which Quadel exercises no control.  Accordingly, Quadel expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites.  Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.
17. THE QUADEL LOGO.  Quadel encourages and permits text links to this Site and, in particular, by way of the use of a specific Quadel logo(s) (available by contacting Quadel at info@quadel.com) (the “Quadel Logo”), which may change from time to time in Quadel’s sole discretion.  Accordingly, pursuant to the terms and conditions of this TOS, Quadel hereby grants to you a personal, revocable, non-transferable, and non-sublicenseable right and license to use the Quadel Logo to link to this Site or to identify yourself or your entity as a user of Quadel’s information, resources, and services and only so long as you do not use the Quadel Logo in a manner that discredits, tarnishes, harms, or damages Quadel, Quadel’s products or services, or Quadel’s goodwill.  The Quadel Logo may not be revised or altered in any way, and must be displayed in the same form as produced by Quadel.  The official colors of the Quadel Logo are PMS Warm Gray 11 and PMS 485, or the CMYK/RGB equivalent, and the Quadel Logo must be printed or displayed in the official colors or in black/white.  However, any links to this Site or any other use of the Quadel Logo should not be utilized in an unlawful manner or in a way that suggests that Quadel promotes or otherwise endorses any third-party products, services, programs, causes, campaigns, Web sites, or information unless Quadel has provided prior written consent for such promotion or endorsement.  Moreover, you may not use the Quadel Logo on personal business cards, stationery, literature, advertisements, business windows, or in other comparable manners in order to signify membership with Quadel.  Any use of the Quadel Logo, as permitted by this TOS, shall not create or convey any additional rights and shall not suggest or imply a mischaracterization of the relationship with Quadel.  You acknowledge and agree that this TOS permits only a limited right to use the Quadel Logo and that all other rights in the Quadel Logo are hereby reserved by and to Quadel.  As a member of the Quadel and as a condition to this license, you acknowledge and agree that Quadel has the right to request samples of use of the Quadel Logo in order to ensure compliance with this TOS.  The failure to comply with this TOS shall result in immediate termination of any right to use the Quadel Logo.
18. DISCLAIMER.  WHILE QUADEL ENDEAVORS TO PROVIDE THE MOST ACCURATE, UP-TO-DATE, AND RELIABLE INFORMATION, SERVICES, PROGRAMS, PRODUCTS, SOFTWARE, AND MATERIALS AVAILABLE, THE INFORMATION, SERVICES, PROGRAMS, PRODUCTS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THIS SITE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES.  MOREOVER, QUADEL MAY MAKE MODIFICATIONS AND/OR CHANGES IN THIS SITE OR IN THE INFORMATION, SERVICES, PROGRAMS, PRODUCTS, SOFTWARE, AND MATERIALS AVAILABLE ON THIS SITE AT ANY TIME AND FOR ANY REASON.  YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE ON THIS SITE.  QUADEL MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE ON THIS SITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE.  QUADEL ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THIS SITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION.
19. LIMITATION OF LIABILITY.  You expressly absolve and release Quadel from any claim of harm resulting from a cause beyond Quadel’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions.  MOREOVER, IN NO EVENT SHALL QUADEL BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF UTILIZATION OF THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF QUADEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.  NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF QUADEL FOR ANY REASON WHATSOEVER RELATED TO USE OF THIS SITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO QUADEL IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE.
20. INDEMNITY.  You agree to defend, indemnify, and hold harmless Quadel and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this TOS.
21. GOVERNING LAW.  This TOS has been made in and will be construed and enforced in accordance with the laws of the State of Maryland as applied to agreements entered into and completely performed in the State of Maryland.  Quadel makes no representation that this Site is appropriate or available for use in other locations, and access to this Site from territories or nations where any aspect of this Site is illegal is prohibited.  You access this Site on your own volition and are responsible for compliance with all applicable local laws.  A printed version of this TOS and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  Please contact Quadel if you wish to receive a printed copy of this TOS.
22. ENFORCEMENT.  You acknowledge that any breach, threatened or actual, of this TOS will cause irreparable injury to Quadel, such injury would not be quantifiable in monetary damages, and Quadel would not have an adequate remedy at law.  You therefore agree that Quadel shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOS.  Accordingly, you hereby waive any requirement that Quadel post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Quadel to enforce any provision of this TOS.
23. TERM AND TERMINATION.  This TOS will take effect at the time you click “I ACCEPT”, register, respond to a request for information, and/or begin downloading, accessing, or using this Site, whichever is earliest.  Quadel reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraud, illegal activity, or actions or omissions that violate any term or condition of this Agreement, to deny you access to this Site or to any portion thereof in order to protect its name and goodwill, its business, and/or other Users, and this TOS will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below.  Termination will be effective without notice.  You may also terminate this TOS at any time by ceasing to use the Site, but all applicable provisions of this TOS will survive termination, as identified below.  Upon termination, you must destroy all copies of any aspect of this Site in your possession.  The provisions concerning Quadel’s proprietary rights, feedback, indemnity, disclaimers of warranty and liability, admissibility of this TOS, integration, and governing law will survive the termination of this TOS for any reason.
24. WAIVER & SEVERABILITY.  Failure to insist on strict performance of any of the terms and conditions of this TOS will not operate as a waiver of any subsequent default or failure of performance.  No waiver by Quadel of any right under this TOS will be deemed to be either a waiver of any other right or provision or a wavier of that same right or provision at any other time.  If any part of this TOS is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this TOS shall continue in effect.
25. ENTIRE AGREEMENT.  No joint venture, partnership, employment, or agency relationship exists between you and Quadel as result of this TOS or your utilization of this Site.  This TOS, Quadel’s Privacy Policy, and any other agreement or terms or conditions for services, subscriptions, or licenses for products or services available through the Site, which are all hereby incorporated by reference as if set forth fully herein, represent the entire agreement between you and Quadel with respect to use of the Site, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Quadel with respect to this Site.  You may not assign or transfer any rights under this Agreement without the prior written consent of Quadel.  Please note that Quadel reserves the right to change the terms and conditions of this TOS and the terms and conditions under which this Site and its many offerings are extended to you by posting a revised TOS or mailing and/or e-mailing notice thereof to you.  In addition, Quadel may add, modify, or delete any aspect, program, or feature of this Site, but Quadel is no under any obligation to add any upgrade, enhancement, modification.  Your continued use of this Site following any announced change will be conclusively deemed acceptance of any change to the terms and conditions of this TOS.  Accordingly, please review the TOS found at this location on a periodic basis.
26. QUESTIONS.  If you (i) have questions or comments regarding this Site, (ii) are interested in obtaining more information concerning Quadel and its programs or services, (iii) want permission to use any Quadel content, or (iv) are aware of or wish to report misuse of the Site or Quadel materials by any person or entity, please contact Quadel at info@quadel.com or (202) 789-2500 between the hours of 9 am and 5 pm (East Coast Time Zone) on Monday through Friday.