top of page
11078_Lucence_Gradients_01_RGB-04.png

Lucence Legal

Find legal information and resources for Lucence solutions and services.

Jump to:

Privacy Policy

Privacy

The protection of your personal data is important to Lucence. This Privacy Policy outlines the management of Personal Data (as defined herein) by Lucence Diagnostics Pte. Ltd. and its related entities (“Lucence”) in compliance with the requirements of the Personal Data Protection Act 2012 (“PDPA”) and the Regulation (EU) 2016/679 (General Data Protection Regulation)(“GDPR”) (where applicable) in respect of the collection, use and disclosure of your personal data. We may amend this Privacy Policy from time to time and such amendments will be reflected on this website. ​ Last updated 21 October 2020 ​ (A) By interacting with Lucence, submitting information to Lucence or using any products or services offered by Lucence (collectively, our “Services”), you agree and consent to Lucence collecting, retaining, processing, using, disclosing and transferring your Personal Data to Lucence’s authorised service providers and relevant third parties in the manner set out in this Privacy Policy. ​ (B) This Privacy Policy supplements and does not supersede nor replace any other consents you may have previously provided to Lucence in relation to your Personal Data. Your consents shall be valid and effective notwithstanding any current or future registration made by you on the Do-Not-Call-Registry and are additional to any rights that Lucence may have at law to collect, retain, process, use, disclose or transfer your Personal Data. ​ (C) Lucence may from time to time update this Privacy Policy to ensure that this Privacy Policy is consistent with its future business, industry trends and/or any changes in legal or regulatory requirements. Subject to your rights at law, you agree to be bound by the prevailing terms of this Privacy Policy as may be updated by Lucence from time to time.

1. Personal Data

  • 1.1 In this Privacy Policy, “Personal Data” means any data about an individual who can be identified:

    • (a)  from that data; or

    • (b) from that data and other information to which Lucence has or is likely to have access to, including data in Lucence’s records as may be updated from time to time.

       

  • 1.2 Types of Personal Data that may be provided to or collected by Lucenceinclude but are not limited to:

    • (a)  name;

    • (b) nationality;

    • (c) date of birth;

    • (d) gender;

    • (e) NRIC, passport or other personal identification number;

    • (f)  telephone number;

    • (g) fax number;

    • (h)  mailing address;

    • (i)  e-mail address;

    • (j) your medical history, patient history, allergy information;

    • (k) test results of genetic analyses; and

    • (l)  any other information relating to you or other individuals that you have provided to Lucence.

2. Collection of Personal Data

  • 2.1 Lucence may collect your Personal Data in the following ways:

    • (a)  when you submit any form relating to Lucence’s Services, including but not limited to order forms and customer inquiry forms;

    • (b) when you use or purchase Lucence’s Services;

    • (c)  when you interact with Lucence’s officers, employees, representatives and agents via telephone calls, letters, fax, face-to-face meetings, events, workshops, seminars, social media platforms and e-mails;

    • (d) when you request for Lucence to contact you or include you in its e-mail mailing lists or other mailing list in connection with updates to Lucence’s Services;

    • (e)  when you respond to Lucence’s marketing promotions or initiatives or when you are contacted by and respond to Lucence’s officers, employees, representatives and agents;

    • (f)  when you enter into any agreement or provide other documentation or information in relation to your interactions with Lucence;

    • (g)  via Lucence’s website, which does not automatically collect your Personal Data unless you provide such information to Lucence;

    • (h) when you respond to Lucence’s request for additional information to supplement your Personal Data;

    • (i)  when Lucence requests for your information and receive your Personal Data in connection with your relationship with Lucence, for example, from your business partners, public agencies and relevant authorities;

    • (j)  when your images are captured by Lucence on its CCTV cameras installed on its premises or photographs or videos taken by Lucence when you attend its events, workshops or seminars; and/or

    • (k)  when you submit or disclose your Personal Data to Lucence for any other reasons.

       

  • 2.2 If you provide Lucence with any Personal Data relating to a third party, you represent to Lucence that you have obtained the consent of that third party to provide Lucence with its Personal Data.

     

  • 2.3 You shall make reasonable efforts to ensure that all Personal Data provided to Lucence is complete, accurate, true and correct. Further, you shall give Lucence notice in writing as soon as reasonably practicable should your Personal Data be updated or changed after such disclosure, in accordance with Clause 7 below. Failure to do so may result in Lucence’s inability to provide to you with any Services as requested.

3. Purposes for the Collection, Retention, Process, Use, Disclosure and Transfer of Personal Data

  • 3.1 Lucence collects, retains, processes, uses, discloses and transfers your Personal Data for and in connection with the following purposes:

    • (a)  verifying your identity;

    • (b) conduct of any examinations or tests and related activities by Lucence upon your request;

    • (c)  providing any of Lucence’s Services to you;

    • (d) providing marketing materials and relevant information to you, including but not limited to information and any updates on Lucence’s Services, newsletters, healthcare-related information and any upcoming events, workshops and seminars organised by Lucence;

    • (e)  requesting feedback or participation in surveys, as well as conducting market research and/or analysis for statistical, profiling or other purposes in connection with Lucence’s business and/or to review, develop and improve Lucence’s product and service offerings;

    • (f)  providing customer service and support (including but not limited to customer relationship management, providing follow-up calls and providing you with administrative support);

    • (g)  responding to, processing and handling your queries, feedback, complaints and requests;

    • (h) if you use Lucence’s current or future websites, mobile applications or online registration and payment systems, displaying your Personal Data on such websites, mobile applications or online registration and payment systems to facilitate the provision of Lucence’s Services to you;

    • (i)  administering and processing your requests, including creating and maintaining profiles of Lucence’s customers in Lucence’s system database for administrative purposes;

    • (j)  liaising with doctors, clinics, hospitals and/or medical institutions in relation to your service requests;

    • (k)  managing and planning the administrative and business operations of Lucence and complying with its internal policies and procedures;

    • (l)  monitoring or recording telephone calls and customer interactions for quality assurance, employee training and performance evaluation and identity verification purposes;

    • (m) in connection with any claims, actions or proceedings (including but not limited to obtaining legal advice and facilitating dispute resolution), and/or protecting and enforcing Lucence’s contractual and legal rights and obligations;

    • (n) complying with any applicable laws, regulations, rules, codes of practice or guidelines issued by any legal or regulatory bodies which are binding on Lucence (including but not limited to responding to regulatory complaints, disclosing to regulatory bodies and conducting audit checks, due diligence and investigations);

    • (o) administering debt recovery and debt management;

    • (p) taking or filming photographs and videos for corporate publicity or marketing purposes, and featuring your photographs and/or testimonials in our articles and publicity materials;

    • (q) organising roadshows, seminars, campaigns and promotional events; and/or

    • (r)  purposes which are reasonably related to the aforesaid.

       

  • 3.2 If you have provided Lucence with your telephone number, fax number, mailing address and/or e-mail address and indicated that you consent to receiving information from Lucence via telephone calls, SMS messages, data messages, fax, post or e-mails, Lucence may contact you from time to time using the foregoing methods for the purposes listed in this Clause 3.

     

  • 3.3 In relation to the provision of Lucence’s Services to you or in your interactions with Lucence, Lucence may have notified you of other purposes for which it collects, retains, processes, uses, discloses or transfers your Personal Data, in addition to those listed in Clause 3.1 above. Lucence may collect, retain, process, use, disclose or transfer your Personal Data for such additional purposes, unless Lucence has specifically notified you otherwise.

4. Disclosures of Personal Data

  • 4.1 Lucence may disclose or transfer your Personal Data to the following entities or parties for the purposes listed above in Clause 3 where necessary:

    • (a)  amongst Lucence’s affiliates;

    • (b) doctors, clinics, hospitals and/or medical institutions;

    • (c)  Lucence’s professional advisers such as consultants, auditors and lawyers;

    • (d) companies providing insurance services to Lucence;

    • (e)  agents, contractors, sub-contractors or third party service providers who provide operational and logistics services to Lucence, such as courier services, telecommunications, information technology, payment, printing, billing, debt recovery, processing, technical services, transportation, training, market research, call centre, security or other services;

    • (f)  vendors or third party service providers and Lucence’s marketing and business partners in connection with its marketing events, promotions, products and services;

    • (g)  external banks, credit card companies, other financial institutions and their respective service providers;

    • (h) relevant government ministries, regulatory bodies, statutory boards or authorities or law enforcement agencies to comply with any laws, rules, guidelines and regulations or directives imposed by any governmental authority; and/or

    • (i)  any other party to whom you authorise Lucence to disclose your Personal Data to.

       

  • 4.2 Uses and Disclosures of De-Identified Data

    • “De-identified data” is data Lucence has stripped of your personally-identifiable information, such as your name, address, or date of birth. Lucence may use de-identified data obtained from Lucence’s Services for various purposes, including for example:

    • (a) For quality control & validation:

      • In accordance with regulatory requirements, Lucence may de-identify, store and use patients’ samples and information for internal quality control, validation, and research and development. This is important for Lucence to maintain high-quality genetic testing and to develop new genetic tests.

      • In accordance with regulatory requirements, Lucence may also share de-identified patients’ samples and information with other laboratories for quality assurance and validation purposes. Such sharing is essential to having high-quality genetic testing within the community of testing laboratories.

    • (b) For research purposes:

      • Lucence may contribute de-identified genetic variants that Lucence has observed in the course of providing our services to publicly available databases such as ClinVar. Lucence does this to increase understanding and raise awareness of the significance of genetic variants within the medical and scientific communities.

      • Lucence may use or disclose de-identified patient data for general research purposes. This may include research collaborations with third parties, such as universities, hospitals or other laboratories, in which Lucence utilizes de-identified clinical cases, at the individual level or in the aggregate, in accordance with our study protocols, and Lucence may present or publish such information. This may also include commercial collaborations with private companies for purposes such as to determine the prevalence of particular disorders or variants among the patients Lucence has tested, or to determine whether any of the patients Lucence has tested might be suitable for potential recruitment for research, clinical trials, or clinical care; however, Lucence will not directly contact these patients about these opportunities without their prior written consent.

      • Lucence may disclose de-identified data to registrants of the website and to third parties as permitted by law.

         

  • To the extent Lucence has relied on your consent to process such de-identified data in relation to the above, you may withdraw your consent to participate at any time by contacting us at privacy@lucence.com. Lucence will not include your de-identified data in new research occurring after 30 days from the receipt of your request. Any research involving your data that has already been performed or published prior to our receipt of your request will not be reversed, undone, or withdrawn.

5. Retention of Personal Data

  • 5.1 Lucence shall retain your Personal Data as may be required for its legal or business purposes until such time that Lucence reasonably determines that such Personal Data is no longer necessary for its legal or business purposes.

     

  • 5.2 Lucence protects and keeps your Personal Data safe by:

    • (a)  only disclosing your Personal Data to such entities or parties listed in Clause 4 above; and

    • (b) taking reasonable measures to protect your Personal Data from unauthorised access, use or disclosure.

       

  • 5.3 Lucence is committed to maintaining the confidentiality of your Personal Data, and under no circumstances shall Lucence sell, rent or share your Personal Data with any unrelated third parties.

6. Use of Lucence’s Website

  • 6.1 When you visit Lucence’s website <www.lucence.com>, you generally do so anonymously but the following information is automatically tracked and collected by Lucence:

    • (a)  IP address;

    • (b) domain server;

    • (c)  type of computer used to access Lucence’s website;

    • (d) type of web browser used to access Lucence’s website;

    • (e)  the previous website which directed you to Lucence’s website; and

    • (f)  other information associated with the interaction of your browser and Lucence’s website.

       

  • 6.2 When you visit or interact with Lucence or its authorised service providers’ websites, Lucence or its authorised service providers may use cookies, web beacons and other similar technologies for collecting and storing information to provide you with a better, faster, and safer web experience.

     

  • 6.3 The information collected by Lucence or its authorised service providers may recognise a visitor as a unique user and may collect information including but not limited to how a visitor arrives at its websites, what kind of browser a visitor is on, what operating system a visitor is using, a visitor’s IP address and a visitor’s click stream information and time stamp (for example, which pages they have viewed, the time the pages were accessed and the time spent per web page). By visiting or interacting with Lucence or its authorised service providers’ websites, you are deemed to have consented to the collection of the aforesaid information.

     

  • 6.4 Lucence may use the terms “cookies” or “similar technologies” interchangeably in its policies to refer to all technologies that it may use to collect or store information in your browser or device or that collect information or assist in identifying you as a unique user in the manner described above.

     

  • 6.5 Lucence offers certain site features and services that are available only through the use of these technologies. You may block, delete, or disable these technologies if your browser permits. However, if you decline cookies or other similar technologies, you may not be able to use certain site features or services tools on Lucence’s website.

     

  • 6.6 Lucence’s website may contain links to other websites operated by third parties, including but not limited to Lucence’s service providers or business partners. Lucence shall not be responsible for the data protection practices of such third party websites that are linked to its website.

7. Withdrawal of Consent, Access and Correction of Personal Data

  • 7.1 You may withdraw your consent for Lucence to use your Personal Data for the purposes listed in Clause 3 above, in accordance with this Clause 7. Upon receiving such notice from you, Lucence may require up to thirty (30) days to process the withdrawal of your consent and securely dispose your Personal Data. During this period, Lucence shall be entitled to continue using your Personal Data for the purposes listed in Clause 3 above. Notwithstanding any withdrawal of consent by you, Lucence may contact you for other purposes in relation to the existing products and/or services that you have requested or purchased from Lucence.

     

  • 7.2 If you:

    • (a)  have any questions or feedback relating to your Personal Data or this Privacy Policy;

    • (b) would like to withdraw your consent to use of your Personal Data as set out in this Privacy Policy; or

    • (c)  would like to obtain access and/or make corrections to your Personal Data records,

       

  • please contact us at privacy@lucence.com. Lucence’s email correspondence will include instructions on how to update certain Personal Data and subscription preferences of our mailing lists. Please follow the instructions in the emails to notify Lucence of changes to your name, email address, and preference information. Lucence will take reasonable steps, such as confirmation emails, to verify your identity before granting access to your Personal Data.

     

  • 7.3 If your Personal Data has been provided to Lucence by a third party, you should contact that organisation or individual to make such queries, complaints, and access and correction requests to Lucence on your behalf.

     

  • 7.4 If you withdraw your consent to any or all use of your Personal Data, depending on the nature of your request, Lucence may not be in a position to continue to provide its products and services to you, or administer any contractual relationship in place, which in turn may also result in the termination of any agreements with Lucence, and your being in breach of your contractual obligations or undertakings. Lucence’s legal rights and remedies in such event are expressly reserved.

     

  • For individuals residing in the European Economic Area (EEA), Switzerland or the United Kingdom (collectively, the “Designated Countries”) at the time of data collection, please refer to Section 10 below.

8. Indemnity

  • 8.1 You shall indemnify Lucence and its officers, employees, representatives and agents against all actions, claims, demands, losses, damages, expenses and costs arising out of any of your acts, omission or negligence that cause or result in Lucence to be in breach of the PDPA or other applicable laws.

9. Governing Law

  • 9.1 This Privacy Policy shall be governed by and construed in accordance with the laws of Singapore.

10. Notice to Individuals Located in the Economic European Union or Switzerland

  • 10.1 This Section only applies to users of our services that are located in the European Economic Area, United Kingdom or Switzerland (collectively, the “Designated Countries”) at the time of data collection. We may ask you to identify which country you are located in when you use some of our Services, or Lucence may rely on your IP address to identify which country you are located in.

     

  • 10.2 Where Lucence relies only on your IP address, we cannot apply the terms of this Section to any user or customer that masks or otherwise obfuscates their location information so as not to appear located in the Designated Countries. If any terms in this Section conflict with other terms contained in this Policy, the terms in this Section shall apply to users in the Designated Countries.

     

  • Our relationship to you. A “data controller” is an entity that determines the purposes for which and the manner in which any Personal Data is processed. Any third parties that act as our service providers are “data processors” that handle your Personal Data in accordance with our instructions. In relation to our website, Lucence is a controller in relation to the information that a user enters directly into the website about him or herself. To the extent a user enters Personal Data on our website to pay for, use or obtain further information about our services, Lucence is a controller.

     

  • Lawful basis for processing your Personal Data. We describe our processing activities in Clause 3 (“Purposes for the Collection, Retention, Process, Use, Disclosure and Transfer of Personal Data”), Clause 4 (“Disclosures of Personal Data”) and Clause 4.2 (“Uses and Disclosures of De-identified Data”). Below is a summary indicating the legal bases Lucence relies on in processing Personal Data.

    ​

    • Section 5(1), 5(4), 5(5), 5(6), 5(7), 6(1), 6(2)
Legal basis for processing: Processing is based on our contractual obligations under the Terms of Service, or to take steps at the request of the individual prior to entering into a contract.

      Purposes of processing:​

      • to provide our services to you ​

      • to send service-related communications ​

      • to provide customer support ​

      • to enforce our terms, agreements, or policies ​

      • to ensure the security of our services ​

      • our service providers, business partners and others ​

      • disclosure to affiliated businesses

         

    • Section 5(1), 5(4), 5(5), 5(6), 5(7), 6(1), 6(2)
Legal basis for processing: Processing is based on our legitimate interest to better understand you, to maintain and improve the accuracy of the information Lucence stores about you, and to better promote or optimize our Services.

      • to inform you about research opportunities ​

      • to personalize your experience on our website ​

      • to conduct research and product development

      • change of control
         

    • Section 5(6) 5(7) 5(6)6(4)
Legal basis for processing: Processing is necessary for compliance with our legal obligations, the public interest, or in your vital interests.

      • to ensure the security of our services ​

      • to maintain legal or regulatory compliance ​

      • responding to legal requests and preventing harm ​

      • safety and legal compliance
         

    • Section 5(3) 7(1)7(2)
Legal basis for processing: Processing is based on your consent, as required under applicable law. In relation to Clauses 4.2(a) and 4.2(b) above, to the extent the de-identified data is anonymized, it is not considered Personal Data and falls outside the General Data Protection Regulations (GDPR).

      • to allow you to share Personal Data for research purposes ​

      • for quality control & validation

      • for research purposes

         

  • Marketing activities. Direct marketing includes any communications Lucence sends to you that are only based on advertising or promoting products and services. Transactional communications about your account or our Services are not considered “direct marketing” communications. Lucence will only contact users or customers by electronic means (including email or SMS) based on our legitimate interest or their consent. When Lucence rely on legitimate interest, Lucence will only send you information about our Services that are similar to those which were the subject of a previous sale or negotiations of a sale to you. If you do not want us to use your Personal Data in this way, please click an unsubscribe link in your emails, or contact us at privacy@lucence.com. You can object to direct marketing at any time and free of charge.

     

  • Individual rights. We provide you with the rights described below when you use our Services. When Lucence receives an individual rights request from you, please make sure you are ready to verify your identity. Please be advised that there are limitations to your individual rights. We may limit your individual rights in the following ways: (i) where denial of access is required or authorized by law; (ii) when granting access would have a negative impact on other’s privacy; (iii) to protect our rights and properties; and (iv) where the request is frivolous or burdensome. If you have questions, if you would like to exercise your rights under the applicable law please contact us at privacy@lucence.com.


    • Right to withdraw consent. If Lucence relies on consent to process your Personal Data, you have the right to withdraw your consent at any time. A withdrawal of consent will not affect the lawfulness of our processing or the processing of any third parties based on consent before your withdrawal. 

    • Right of access and rectification. If you request a copy of your Personal Data that Lucence holds, Lucence will provide you with a copy without undue delay and free of charge, except where we are permitted by law to charge a fee. We may limit your access if such access would adversely affect the rights and freedoms of other individuals. You may request to correct or update any of your personal information held by Lucence, unless you can already do so directly via the Services. 

    • Right to erasure (the “right to be forgotten”). You may request Lucence to erase any of your Personal Data held by us that: is no longer necessary in relation to the purposes for which it was collected or otherwise processed; was collected in relation to processing that you previously consented to, but later withdrew such consent; or was collected in relation to processing activities to which you object, and there are no overriding legitimate grounds for our processing. 

    • Right to object to processing. You may object to Lucence’s processing at any time and as permitted by applicable law if Lucence processes your Personal Data on the legal basis of consent, contract or legitimate interests. Lucence can continue to process your Personal Data if it is necessary for the defence of legal claims, or for any other exceptions permitted by applicable law. 

    • Right to restriction. You have the right to restrict Lucence’s processing of your Personal Data where one of the following applies:

       

      • You contest the accuracy of your Personal Data that Lucence has processed. Lucence will restrict the processing of your Personal Data, which may result in an interruption of some or all the Services, during the period necessary for us to verify the accuracy of your personal information.

      • The processing is unlawful, and you oppose the erasure of your Personal Data and request the restriction of its use instead.

      • Lucence no longer needs your Personal Data for the purposes of the processing, but it is required by you to establish, exercise or defence of legal claims.

      • You have objected to processing, pending the verification whether the legitimate grounds of Lucence’s processing override your rights.

      • Lucence will only process your restricted Personal Data with your consent or for the establishment, exercise or defence of legal claims or for the protection of the rights of another natural or legal person or for reasons of important public interest. Lucence will inform you if or when the restriction is lifted. 

         

    • Right to data portability. If Lucence processes your Personal Data based on a contract with you or based on your consent, or the processing is carried out by automated means, you may request to receive your Personal Data in a structured, commonly used and machine-readable format, and to have Lucence transfer your Personal Data directly to another “controller”, where technically feasible, unless exercise of this right adversely affects the rights and freedoms of others. 

       

    • Notification to third-parties. If Lucence shares your Personal Data with third parties, Lucence will notify them of any requests for rectification, erasure or restriction of your Personal Data, unless this proves impossible or involves disproportionate effort. 

       

    • Right to lodge a complaint. If you believe Lucence has infringed or violated your privacy rights, please contact us at privacy@lucence.com so that we can work to resolve your concerns. You also have a right to lodge a complaint with a competent supervisory authority situated in your habitual residence, place of work, or place of alleged infringement. 

Order Terms

Terms & Conditions for United States

These Order Terms and Conditions (the “Order Terms”) govern the terms of provision of any Services (as defined below) by Lucence Health Inc., a company incorporated in Delaware with its registered address at 3520 West Bayshore Road, Palo Alto, California 94303 (“Lucence”) to a customer (“Customer”) named in the relevant quotation issued by Lucence. Lucence and the Customer may each be referred to in these Order Terms as a “Party”.

1. Services

1.1 Lucence provides test procedures on samples based on selected tests and provides test reports based on tests selected (the “Services”) to the Customer.

1.2 Lucence shall provide the Services from its laboratory located at 3520 West Bayshore Road, Palo Alto, California 94303. Lucence shall ensure that the Services will be provided with reasonable skill and care in accordance with its usual quality assurance standards. Lucence shall take appropriate action necessary to obtain and/or renew its licence, certification and accreditation necessary to
perform the Services.

2. Payment Terms

2.1 Lucence shall invoice the Customer at the end of each month in which the Services are provided, or at other times as may be agreed with the Customer.

2.2 Unless otherwise agreed between Lucence and the Customer, all payment to be made by the Customer to Lucence shall be paid without any demand, set-off, counterclaim or deduction whatsoever; free and clear of and without any deduction or withholding of any taxes; and by cheque or by telegraphic transfer to the bank account as indicated by Lucence or such other account as may be designated by Lucence from time to time, with all bank charges to be borne by the Customer.

2.3 The Customer shall pay Lucence within thirty (30) calendar days from the date of Lucence’s invoice or within such other time period as may be agreed.

2.4 If the test order is cancelled any time after receipt of sample by Lucence, Lucence reserves the right to charge a fee for work done, up to the total cost of the test.

2.5 Any unpaid invoices (or any part thereof) will be considered past due after thirty (30) calendar days of the invoice date.  Upon non-payment of any invoice rendered for the Services, Lucence reserves the right to discontinue providing the Services to the Customer until the balance is paid in full.  Lucence shall also be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount at the rate of 1.5 percent (1.5%) per month from the due date until the outstanding amount is paid in full. Such interest shall be compounded every thirty (30) calendar days until full payment of the overdue amount, including accrued interest, is received. Interest shall be calculated on the principal amount as well as any previously accrued interest. Lucence retains the right to waive interest and/or determine the allocation of payments, in its sole discretion.

3.  No Guarantee or Warranty

3.1 SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, LUCENCE DISCLAIMS ANY AND ALL REPRESENTATIONS AND EXPRESS AND IMPLIED WARRANTIES IN RELATION TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THE SERVICES.

3.2 All turnaround times for the Services provided by Lucence are an indicative guide only and are based on Lucence’s experience of the time taken for the majority of such test results to be delivered. As the performance of the Services may require the input of third parties and involve factors that are not within Lucence’s control, Lucence is unable to guarantee the turnaround time. However, Lucence shall keep the Customer informed if there are any unusual delays.


3.3 The cut-off time for sample receipt in Lucence’s laboratory is 4.30 pm (Pacific Time) on Business Days. Samples that arrived in Lucence’s laboratory after 4.30 pm (Pacific Time) shall only be accepted the following Business Day. ‘Business Day’ refers to Mondays – Fridays, 9.00 am – 5.00 pm only (Pacific Time), excluding Saturdays, Sundays, public holidays, and eves of public holidays.

4. Liabilities

4.1 Each Party shall not be liable for any indirect, incidental, special, exemplary, punitive, speculative or consequential damages whatsoever and howsoever resulting from or in connection with the Services, including without limitation any economic loss or other loss of turnover, revenue, profits, business, or goodwill of the other Party. This limitation of liability shall apply to all claims for damages irrespective of the legal grounds, including but not limited to tort, breach of contract and breach of duty prior to contract.

4.2 In any event and for the avoidance of doubt, Lucence shall not be liable to the Customer or be deemed to be in breach these Order Terms by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond Lucence’s reasonable control. Further, Lucence shall have no liability to the Customer for any losses, damages, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Customer which is or are incomplete, incorrect or inaccurate.

4.3 In no event shall Lucence’s total liability to the Customer exceed in aggregate the total amount paid by the Customer for the Services rendered by Lucence hereunder twelve (12) months prior to the Customer’s claim. Any claim made by the Customer against Lucence shall be submitted within three (3) months after the subject matter giving rise to the claim has arisen, failing which any such claim will be void. On the other hand, the Customer’s total liability to Lucence shall be limited to the total value of the Services provided by Lucence. Nothing in this Clause limits or excludes either Party’s liability for any liability that cannot be legally limited or excluded by law.

5. Indemnity

The Customer shall be liable for all damages and losses which Lucence may suffer or incur arising from any act caused intentionally or negligently by the Customer, its officers or any other person employed by the Customer; and shall fully defend, indemnify and hold harmless Lucence and its related corporations or associated companies, employees, representatives, agents and officers from and against any claim, action, demand or complaint by any third party, including all liabilities, penalties, losses, costs, damages and expenses suffered or incurred by Lucence in connection with the use of the Services hereunder.

Updated as of 05 November 2025

6. Protected Health Information

The Customer agrees and undertakes that all necessary consents from the patient to whom the Protected Health Information (“PHI”, as the term is defined in 45 CFR 160.103) relates either have been obtained, or at the time of disclosure will have been obtained, for the disclosure of their personal data to Lucence, for Lucence’s collection, processing, use and/or disclosure for the Services specified in these Order Terms and that such consents are valid and have not been withdrawn. Please refer to the Privacy Policy available online at https://www.lucence.com/legal for details on the management of personal data by Lucence.

7. Intellectual Property Rights

7.1 The Customer agrees and acknowledges that the goodwill, patent, copyright, trade mark and all other intellectual property rights and other rights associated with the Services and any documentation, materials, data, and information provided by Lucence vests in Lucence and that it is the intention of the Parties that all such rights will at all times hereafter and for all purposes remain vested in Lucence. In the event that any such rights at any time accrue to the Customer by operation of law or howsoever arising otherwise, the Customer will (at its own expense upon Lucence’s demand) do all such acts and things and execute all such documents as Lucence shall deem necessary to vest such rights absolutely in Lucence, without Lucence having to pay any fee or premium to the Customer.

7.2 All modifications, additions, alterations, enhancements, improvements, upgrades or new versions of the tests conducted by Lucence in connection with the Services shall be owned by Lucence.

7.3 The Customer shall, at the request of Lucence, enter into such agreements with Lucence (including without limitation, licence and registered user agreements) and shall execute such documents and carry out such actions as may be necessary to protect and register any of Lucence’s intellectual property rights.

8. Use of Name

Neither Lucence nor the Customer shall use the name, logos, trade marks or service marks of the other Party in any publication, press release, marketing and promotional material, or other form of publicity without obtaining the prior written consent of the other Party in each instance save as required by any applicable law or governmental regulation.

9. Inspection and Audit

The Customer agrees to cooperate with Lucence to the extent necessary for Lucence to satisfy its obligations to a government, regulatory body or parties contracted with Lucence to produce documents or undergo an audit or inspection.

10. Governing Law and Dispute Resolution

10.1 These Order Terms shall be governed by, and construed in accordance with, the laws of the State of California, without regard to any conflict-of-law principles.

10.2 Any dispute among Lucence and the Customer arising out of or in connection with these Order Terms shall be referred to and finally resolved by mutually binding confidential documents-only arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The procedural law of the arbitration shall be the laws of the State of California. Neither a Party nor its representatives may disclose the existence, content or results of any arbitration without the prior written consent of both Parties, save as required by law or to protect or
pursue a legal right.

Terms & Conditions for Singapore & Rest of World

These Order Terms and Conditions (the “Order Terms”) govern the terms of provision of any Services (as defined below) by Lucence Diagnostics Pte. Ltd. (UEN. 201605840N), a company incorporated in Singapore with its registered address at 211 Henderson Road, #04-02 Henderson Industrial Park, Singapore 159552 or Lucence Diagnostics (Hong Kong) Pte Limited (HK Company Number: 2658921), a company incorporated in Hong Kong Special Administrative Region with its registered address at Rooms 05-15, 13A/F, South Tower, World Finance Centre, Harbour City, 17 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong SAR (as applicable) (“Lucence”) to a customer (“Customer”) named in the relevant quotation issued by Lucence. Lucence and the Customer may each be referred to in these Order Terms as a “Party”.

1. Services

1.1 Lucence provides test procedures on samples based on selected tests and provides test reports based on tests selected (the “Services”) to the Customer.

1.2 Lucence shall provide the Services from its laboratory located at 211 Henderson Road, #04-02 Henderson Industrial Park, Singapore 159552. Lucence shall ensure that the Services will be provided with reasonable skill and care in accordance with its usual quality assurance standards. Lucence shall take appropriate action necessary to obtain and/or renew its licence, certification and accreditation necessary to perform the Services.

2. Payment Terms

2.1 Lucence shall invoice the Customer at the end of each month in which the Services are provided, or at other times as may be agreed with the Customer.

2.2 Unless otherwise agreed between Lucence and the Customer, all payment to be made by the Customer to Lucence shall be paid without any demand, set-off, counterclaim or deduction whatsoever; free and clear of and without any deduction or withholding of any taxes; and by cheque or by telegraphic transfer to the bank account as indicated by Lucence or such other account as may be designated by Lucence from time to time, with all bank charges to be borne by the Customer.

2.3 The Customer shall pay Lucence within thirty (30) calendar days from the date of Lucence’s invoice or within such other time period as may be agreed. If payment is received within ten (10) calendar days from the date of the invoice, the Customer shall be entitled to a discount of 1 percent (1%) on the total invoice amount. This discount shall be applied to the invoice amount prior to any taxes or additional charges.

2.4 If the test order is cancelled any time after receipt of sample by Lucence, Lucence reserves the right to charge a fee for work done, up to the total cost of the test.

2.5 Any unpaid invoices (or any part thereof) will be considered past due after thirty (30) calendar days of the invoice date. Upon non-payment of any invoice rendered for the Services, Lucence reserves the right to discontinue providing the Services to the Customer until the balance is paid in full. Lucence shall also be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount at the rate of 1.5 percent (1.5%) per month from the due date until the outstanding amount is paid in full. Such interest shall be compounded every thirty (30) calendar days until full payment of the overdue amount, including accrued interest, is received. Interest shall be calculated on the principal amount as well as any previously accrued interest. Lucence retains the right to waive interest and/or determine the allocation of payments, in its sole discretion.

3. No Guarantee or Warranty

3.1 SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, LUCENCE DISCLAIMS ANY AND ALL REPRESENTATIONS AND EXPRESS AND IMPLIED WARRANTIES IN RELATION TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THE SERVICES.

3.2 All turnaround times for the Services provided by Lucence are an indicative guide only and are based on Lucence’s experience of the time taken for the majority of such test results to be delivered. As the performance of the Services may require the input of third parties and involve factors that are not within Lucence’s control, Lucence is unable to guarantee the turnaround time. However, Lucence shall keep the Customer informed if there are any unusual delays.

3.3 The cut-off time for sample receipt in Lucence’s laboratory is 5.00 pm on Business Days. Samples that arrived in Lucence’s laboratory after 5.00 pm shall only be accepted the following Business Day. ‘Business Day’ refers to Mondays – Fridays, 9.00 am – 6.00 pm only (Singapore Time), excluding Saturdays, Sundays, public holidays, and eves of public holidays.

4. Liabilities

4.1 Each Party shall not be liable for any indirect, incidental, special, exemplary, punitive, speculative or consequential damages whatsoever and howsoever resulting from or in connection with the Services, including without limitation any economic loss or other loss of turnover, revenue, profits, business, or goodwill of the other Party. This limitation of liability shall apply to all claims for damages irrespective of the legal grounds, including but not limited to tort, breach of contract and breach of duty prior to contract.

4.2 In any event and for the avoidance of doubt, Lucence shall not be liable to the Customer or be deemed to be in breach these Order Terms by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond Lucence’s reasonable control. Further, Lucence shall have no liability to the Customer for any losses, damages, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Customer which is or are incomplete, incorrect or inaccurate.

4.3 In no event shall Lucence’s total liability to the Customer exceed in aggregate the total amount paid by the Customer for the Services rendered by Lucence hereunder twelve (12) months prior to the Customer’s claim. Any claim made by the Customer against Lucence shall be submitted within three (3) months after the subject matter giving rise to the claim has arisen, failing which any such claim will be void. On the other hand, the Customer’s total liability to Lucence shall be limited to the total value of the Services provided by Lucence. Nothing in this Clause limits or excludes either Party’s liability for any liability that cannot be legally limited or excluded by law.

5. Indemnity

The Customer shall be liable for all damages and losses which Lucence may suffer or incur arising from any act caused intentionally or negligently by the Customer, its officers or any other person employed by the Customer; and shall fully defend, indemnify and hold harmless Lucence and its related corporations or associated companies, employees, representatives, agents and officers from and against any claim, action, demand or complaint by any third party, including all liabilities, penalties, losses, costs, damages and expenses suffered or incurred by Lucence in connection with the use of the Services hereunder.

6. Intellectual Property Rights

6.1 The Customer agrees and acknowledges that the goodwill, patent, copyright, trade mark and all other intellectual property rights and other rights associated with the Services and any documentation, materials, data, and information provided by Lucence vests in Lucence and that it is the intention of the Parties that all such rights will at all times hereafter and for all purposes remain vested in Lucence. In the event that any such rights at any time accrue to the Customer by operation of law or howsoever arising otherwise, the Customer will (at its own expense upon Lucence’s demand) do all such acts and things and execute all such documents as Lucence shall deem necessary to vest such rights absolutely in Lucence, without Lucence having to pay any fee or premium to the Customer.

6.2 All modifications, additions, alterations, enhancements, improvements, upgrades or new versions of the tests conducted by Lucence in connection with the Services shall be owned by Lucence.

6.3 The Customer shall, at the request of Lucence, enter into such agreements with Lucence (including without limitation, licence and registered user agreements) and shall execute such documents and carry out such actions as may be necessary to protect and register any of Lucence’s intellectual property rights.

7. Use of Name

Neither Lucence nor the Customer shall use the name, logos, trade marks or service marks of the other Party in any publication, press release, marketing and promotional material, or other form of publicity without obtaining the prior written consent of the other Party in each instance save as required by any applicable law or governmental regulation.

8. Inspection and Audit

The Customer agrees to cooperate with Lucence to the extent necessary for Lucence to satisfy its obligations to a government, regulatory body or parties contracted with Lucence to produce documents or undergo an audit or inspection.

Updated as of 05 November 2025

9. Governing Law and Dispute Resolution

9.1 These Order Terms shall be governed by, and construed in accordance with, the laws of Singapore, without regard to any conflict-of-law principles.

9.2 Any dispute among Lucence and the Customer arising out of or in connection with these Order Terms shall be referred to and finally resolved by mutually binding confidential documents-only arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The procedural law of the arbitration shall be the laws of Singapore. Neither a Party nor its representatives may disclose the existence, content or results of any arbitration without the prior written consent of both Parties, save as required by law or to protect or pursue a legal right.

Website Terms of Use

Website Terms of Use

These Terms of Use (“Terms“) and all applicable laws, statutes, and/or regulations (“Applicable Laws“) apply to your access and/or use of the website of Lucence Diagnostics Pte. Ltd. (with its  subsidiaries and affiliates, “Lucence,” “we,” or “us”) and our website at www.lucence.com (our “Site“).

1. Acceptance



 

The information provided on our Site is for general information and educational purposes and is subject to these Terms. Lucence may revise these Terms from time to time by updating this posting, and you should review these Terms for updates as they will be legally binding on you whether or not we provide you with any other notice of such updates. We will indicate the effective date of the currently applicable Terms at the beginning of the posting.  Any use by you of our Site after such notice shall be deemed to constitute acceptance of such changes, revisions or modifications. Certain sections of our Site are intended for particular audiences including customers, prospective employees, members of the health care community and the general public. You are required to accept the Terms completely and, once accepted, they form a binding contract between you and us. If you do not accept these Terms completely, then you must not access, use, or continue to use our Site. Your access or use of our Site indicates your acceptance of these terms.  

2. Disclaimer of Warranties and Limitation of Liability



 

All information is provided “AS IS.” Lucence makes no warranties or representations as to the accuracy of information presented on our Site or that it will meet your requirements, and disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement to the full extent permitted by Applicable Laws. In addition, any information presented on our Site as of a particular date may only be accurate as of such date and Lucence disclaims any responsibility to update such information. Lucence shall not be held responsible for any action taken that is based on the information presented on our Site, and all users of our Site agree that all access and use of our Site, and any and all content presented on our Site, is at the user’s own risk. TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAWS, LUCENCE SHALL NOT BE HELD RESPONSIBLE FOR ANY ACTION TAKEN THAT IS BASED ON THE INFORMATION PRESENTED ON OUR SITE. LUCENCE EXPRESSLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF OUR SITE, EVEN IF LUCENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF OUR SITE, THE INABILITY TO USE OUR WEBSITES, OR ANY ERRORS OF OMISSIONS IN THE CONTENT OF OUR SITE.  

3. No Patient or Client Relationship; No Medical Advice



 

Our Site does not, and is not intended to, provide medical advice, nor does it provide instruction on the appropriate use of any Lucence product. Your use of our Site does not create a patient or client relationship between you and Lucence. The information presented on our Site should not be interpreted or construed in any way as a replacement or substitution for medical advice provided by your doctor or healthcare provider. You should not disregard, avoid or delay obtaining medical advice or treatment from your doctor or healthcare provider due to any information provided on our Site. Under no circumstances should you alter your existing medical treatment, medication regimen, or any other related healthcare activities based on any information provided on our Site. It is important that you discuss your treatment options and any questions that you may have with your doctor or healthcare provider. If you require urgent care, you should contact your local emergency services immediately. Our Site may contain information regarding research studies, clinical trials, and clinical treatments. This is informational only and does not constitute an endorsement of any kind by Lucence of the study, trial, or treatment. Lucence assumes no responsibility for informing users regarding any such studies, trials, and treatments and makes no guarantee as to the completeness or accuracy of such information. It is the responsibility of each user to request their doctor to contact the relevant investigators and pursue participation in a study, trial, or treatment.  

4. News & Press Releases



 

Our Site may contain information, news, and/or press releases, the content of which is accurate or current only as of the date of the particular information, news, press release, or posting.  

5. Modification



 

Lucence reserves the right, at any time, to modify, suspend, or discontinue our Site (in whole or in part) with or without notice to you. You agree that Lucence will not be liable to you or to any third party for any modification, suspension, or discontinuation of our Site or any part thereof.  

6. No Support or Maintenance


 

You acknowledge and agree that Lucence will have no obligation to provide you with any support or maintenance in connection with our Site.  

7. Intellectual Property: Copyrights & Trademarks



 

The Lucence company name and logo, and all product names, regardless of whether or not they appear in large print or with a trademark symbol, are trademarks of Lucence , its affiliates, related companies, or its licensors, unless otherwise noted. Use, reproduction, copying, or redistribution of these trademarks without the written permission of Lucence is prohibited. Neither these Terms (nor your access to our Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth below. Lucence and its suppliers, vendors and other agents reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.   The entire content of our Site, including any images, text graphics, videos, and other data, is protected by copyright. In consideration for your agreement to these Terms, Lucence grants you a personal, non-exclusive, non-transferable license to access and use our Site. You may download material from our Site only for personal, non-commercial use, and our Site may not be copied, distributed, downloaded, modified, reused, reposted, or otherwise exploited except as provided herein without the express written permission of Lucence. Lucence expressly prohibits use or misuse of these trademarks, copyrights, or other materials, except as permitted herein, and any such use or misuse may violate copyright law, trademark law, communications regulations and statutes, and other Applicable Laws.  

8. Restrictions on Use



 

You agree not to: (i) sell, lease, license, or sublicense our Site or any of the content accessible through our Site; (ii) decompile, disassemble, or reverse engineer our Site, in whole or in part; (iii) write or develop any derivative work based upon our Site or anything else accessible through our Site; (iv) use our Site in violation of any Applicable Laws or these Terms; (v) use our Site for purposes of competitive analysis of our Site, the development of competing products or services, spamming or to promote or facilitate disruptive commercial messages or advertisements, or any other purpose that is to the commercial disadvantage of Lucence; (vi) retrieve, index, scrape, harvest, data mine, or otherwise systematically gather or store content of our Site; (vii) send or otherwise transmit to or through our Site or to us through email any unlawful, infringing, harmful, harassing, defamatory, threatening, obscene, offensive, hateful, or otherwise objectionable material of any kind, any material that can cause harm or delay to our Site or computers of any kind, and any unsolicited advertising, solicitation, or promotional materials; (viii) attempt to gain unauthorised access to any part of our Site or any server, computer, or database connected to our Site; (ix) use our Site in any way that may lead to the encouragement, procurement, or carrying out of any criminal activity; (x) use our Site to transmit any malware, spyware, viruses, worms, defects, Trojan horses, malicious, or harmful code or use any items of a destructive nature; or (xi) copy, reproduce, distribute, republish, download, display, post or transmit any part of our Site in any form or by any means, except as expressly stated herein. Unless otherwise indicated, any future release, update, or other addition to functionality of our Site shall be subject to these Terms. All copyright and other proprietary notices on our Site (or on any content displayed on our Site) must be retained on all copies thereof;  

Updated as of 11 November 2024

9. Access-Restricted Services



 

Access to password-protected and/or secure areas of the Site is limited to authorized users only and requires creation of an account. For example, healthcare professionals desiring to order tests or view test results through the Site are required to register and establish an account to use these features. You must provide complete and accurate information on your account and update such information as necessary. You are responsible for maintaining the confidentiality of your account and password information, and you agree not to share or transfer your account and/or password information. You agree to notify Lucence immediately of any unauthorized use of your account or any other breach of security of which you become aware. You further agree to accept responsibility for all activities that occur under your account or password. You agree not to use another’s account or password information at any time.  

10. Worldwide Products and Services



 

This Site may contain information on worldwide products and services, not all of which are available in every location. A reference to a product or service on this Site does not imply that such product or service is or will be available in your location. The products referred to on this Site may be subject to different regulatory requirements depending on the country of use. Consequently, visitors may be notified that certain sections of this Site are intended only for certain kinds of expert users or only for audiences in certain countries. You should not construe anything on this Site as a promotion or advertisement for any product or for the use of any product that is not authorized by the laws and regulations of your country of residence.  

11. Privacy



 

Lucence respects the privacy of its Site users. Please read our Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Lucence Privacy Policy is incorporated by this reference into, and made a part of, these Terms.  


12. Third Party Websites and Other Applications



 

Our Site may include hyperlinks to websites, plug-ins and applications maintained or controlled by other third parties. These hyperlinks are provided solely as a convenience to our users. Lucence disclaims any responsibility for and does not routinely screen, approve, review, or endorse the contents of or use of any of the products or services that may be offered through these websites, plug-ins and applications.  

13. Severability



 

Each of the provisions of these Terms operates separately. If one or more provisions are held by a court of competent jurisdiction to be contrary to law, the remaining provisions of these Terms will remain in full force and effect. Without limiting the generality of the preceding sentence, if any remedy set forth in these Terms is determined to have failed of its essential purpose, then all other provisions of these Terms, including the limitation of liability and exclusion of damages shall remain in full force and effect.  

14. Governing Law and Dispute Resolution



 

These Terms shall be governed by, and construed in accordance with, the laws of Singapore, without regard to any conflict-of-law principles. Any dispute among Lucence and you arising out of or in connection with these Terms shall be referred to and finally resolved by mutually binding confidential documents-only arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The procedural law of the arbitration shall be the laws of Singapore. Neither a party nor its representatives may disclose the existence, content or results of any arbitration without the prior written consent of both parties, save as required by law or to protect or pursue a legal right.  

15. No Third Party Beneficiaries



 

Nothing contained in these Terms is meant or intended to confer any rights, remedies, or benefits upon any third party. Lucence may transfer its rights and obligations under the Terms to another organization. You may only transfer your rights or obligations under the Terms to another person if we agree to this in writing.  

16. Indemnity



 

To the maximum extent permitted by Applicable Laws, you agree to indemnify, defend, and hold harmless Lucence, its officers, directors, employees, agents, trustees, subsidiaries, parent companies, and affiliates (the “Indemnitees”) from and against all third party complaints, charges, claims, losses, expenses, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys’ fees) due to, arising out of, or relating in any way to: (1) your access to or use of, or inability to access or use, our Site; (2) your breach of these Terms, in each case unless caused by such Indemnitee’s misrepresentation, gross negligence, willful misconduct, or fraud; or (3) your violation of Applicable Laws. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defense. You agree not to settle any matter without the prior written consent of Lucence. Lucence will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.  

17. Termination



 

These Terms are effective unless and until terminated by either you or Lucence . You may terminate the Terms at any time, provided that you discontinue any further use of our Site. We also may terminate the Terms, in our sole discretion, at any time and may do so immediately and without notice, and accordingly deny you access to our Site. Lucence will not have any liability whatsoever to you for any termination of your rights under these Terms.  

18. Entire Terms



 

These Terms constitute the entire agreement between you and us regarding the use of our Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. Neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Lucence’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Lucence may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.  

bottom of page