How To OrderTerms Of Service

Welcome to OHSU’s Knight Diagnostic Laboratories’ (“KDL”) website. The laboratory services offered by KDL are subject to your agreement with all of the terms of service outlined below as well as the terms of any additional agreement(s) that KDL may require before you access or use its services (this Terms of Service and any additional agreement(s) shall collectively be referenced herein as the “Agreement”). KDL may modify these Terms of Service at any time, and such modifications shall be effective immediately upon posting the modified Terms of Service on KDL’s website. You agree to review these Terms of Service periodically to be aware of such modifications. You also agree that these terms of service, as may be modified from time to time, govern your access or use of KDL’s laboratory services each time you access or use such services. You and KDL shall be referenced herein as a “Party,” individually, and the “Parties,” collectively. In the event the Terms conflict with a signed agreement that you have with KDL, the terms of the signed agreement with KDL shall prevail.

1. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that (a) it validly exists and is authorized to transact business in the State of Oregon and (b) this Agreement shall be a valid and binding obligation of the Party enforceable in accordance with its terms.

KDL represents and warrants that KDL is accredited by the Clinical Laboratory Improvements Act of 1988 (“CLIA”) and the College of American Pathologists to perform validated diagnostic testing as a Reference Laboratory Service (RLS).

THE SERVICES (INCLUDING ANY RESULTS) PROVIDED BY YOU TO KDL ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, INCLUDING ACCURACY OR ANY WARRANTY THAT THE SERVICES WILL BE ERROR-FREE.

2. COMPLIANCE WITH APPLICABLE LAW

The Parties agree to comply with all federal, state, county and local laws, ordinances and regulations applicable to the work to be performed by KDL. You acknowledge that KDL is a public corporation and is subject to the Oregon Public Records Law (ORS 192) and the provisions and limitations of the Oregon Tort Claims Act ORS 30.260 through 30.300 for tort liability, including personal injury and property damage.

3. DISPUTE RESOLUTION

You and KDL agree to first enter into negotiations to resolve any controversy, claim or dispute (“dispute”) arising under or related to the Agreement. The Parties agree to negotiate in good faith to reach a mutually agreeable resolution of such dispute within a reasonable period of time. If good faith negotiations are unsuccessful, then such dispute will be mediated by a mutually-acceptable mediator to be chosen by the Parties within fifteen (15) business days after written notice by one of the Parties demanding mediation. Neither Party may unreasonably withhold consent to the selection of the mediator. The Parties agree to share the cost of the mediation equally. Such mediation will take place in Portland, Oregon. If the dispute cannot be resolved by the Parties through negotiation or mediation within forty-five (45) days of the date of the initial demand for mediation by one of the Parties, then either Party may seek resolution of the dispute as allowed by law.

4. FEDERAL AND STATE PROGRAM ELIGIBILITY

Both Parties represent and warrant that neither it nor any of its employees or affiliates (a) are excluded from participation or otherwise ineligible to participate in a “federal health care program,” as defined in 42 U.S.C. Section 1320a-7b(f) or in any other government payment program (“Excluded”) and (b) have arranged or contracted (by employment or otherwise) with any employee, contractor or agent that the Party or its affiliate knows or should know is Excluded to provide items or services hereunder. In the event the Party is Excluded during the term of this Agreement, that Party shall notify the other Party in writing within three (3) days after such event. Whether or not such notice is given to the non-Excluded Party, the non-Excluded Party may immediately terminate this Agreement upon written notice to the Excluded Party.

5. FORCE MAJEURE

Neither Party shall be held responsible for delay or default caused by fire, riot, strike, acts of God or war which is beyond the affected Party’s reasonable control. The affected Party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligations under the Agreement. Notwithstanding any other termination provision, either Party may terminate this Agreement upon written notice to the other Party after determining such delay or failure is beyond the control of the affected Party and shall reasonably prevent successful performance in accordance with the terms of the Agreement.

6. GOVERNING LAW

THE AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON. ANY CLAIM, ACTION, OR SUIT BETWEEN YOU AND KDL THAT ARISES OUT OF OR RELATES TO PERFORMANCE OF THE AGREEMENT SHALL BE BROUGHT AND CONDUCTED SOLELY AND EXCLUSIVELY WITHIN THE CIRCUIT COURT FOR MULTNOMAH COUNTY, OREGON. PROVIDED, HOWEVER, THAT IF ANY SUCH CLAIM, ACTION OR SUIT MAY BE BROUGHT ONLY IN A FEDERAL FORUM, IT SHALL BE BROUGHT AND CONDUCTED SOLELY AND EXCLUSIVELY WITHIN THE UNITED STATES DISTRICT COURT OF OREGON. YOU HEREBY CONSENT TO THE IN PERSONAM JURISDICTION OF SAID COURTS.

7. MUTUAL RESPONSIBILITY

Except as otherwise limited by Oregon law, each Party will be responsible for its tortious acts and those of its officers, employees or agents.

8. LIMITATION OF LIABILITY

IN NO RESPECT SHALL KDL INCUR ANY LIABILITY FOR ANY DAMAGES, INCLUDING, BUT LIMITED TO, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RESULTING FROM, OR ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, WHETHER OR NOT BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE; WHETHER OR NOT INJURY WAS SUSTAINED BY PERSON OR PROPERTY OR OTHERWISE; AND WHETHER OR NOT LOSS WAS SUSTAINED FROM, OR AROSE OUT OF, THE RESULTS OF ANY SERVICES THAT MAY BE PROVIDED BY KDL PURSUANT TO THE AGREEMENT.

9. NO REQUIREMENTS OR INDUCEMENTS TO REFER

It is not a purpose of this Agreement to induce the referral of patients. The Parties acknowledge and agree that there is no requirement under this Agreement or any other agreement or arrangement between the Parties that either Party refer any patient to the other Party for products or services. The Parties acknowledge and agree that no payment under this Agreement is in return for the referral of patients or for the purchasing, leasing or ordering of any products or supplies. The terms and conditions of this Agreement represent the result of arms-length negotiations between unaffiliated parties and no terms or payments have been determined in a manner which takes into account the volume or value or business generated or to be generated between the Parties. The Parties acknowledge and agree that the relationship and arrangement between the Parties does not involve the counseling or promotion of a business arrangement or other activity that violates any federal, state or local law, including but not limited to state and federal anti-kickback laws and laws relating to physician self-referrals, and the activities to be performed under this Agreement do not and shall not exceed those that are reasonably necessary to accomplish the commercially reasonable business purposes and the legitimate educational/research purposes of this Agreement.

10. PUBLICITY

No Party shall advertise, market or use other promotional efforts that include any data, pictures or other representations of the other Party, including any object which the other Party considers a service mark, trademark or landmark of that Party, without the prior written permission of an authorized representative of the other Party.

11. THIRD PARTY BENEFICIARIES

You and KDL are the only parties to the Agreement and are the only parties entitled to enforce its terms. Nothing in the Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, directly or indirectly, to third parties unless such third parties are individually identified by name herein and expressly described as intended beneficiaries of the terms of the Agreement.