GENETIC ENGINEERING & BIOTECHNOLOGY NEWS, INC.
ONLINE DIRECTORY ACCESS AND SERVICES LICENSE
FOR SINGLE-USER USE ONLY
The following terms and conditions govern your access to and use of the GENETIC ENGINEERING NEWS™ proprietary directory (the "Materials") and Online services (the "Online Services"):
SCOPE OF LICENSE GRANT
1.1 Single Copy License: You ("User") are hereby granted a nonexclusive, nontransferable, limited license ("License") to access and use the Materials and Online Services made available to you on this Web site by Genetic Engineering News, Inc. ("GEN"), for purposes related to research and information gathering. Your right to use this site is personal to you and you may not sub-license, transfer, sell or assign these rights to any third party without our approval. Any attempt to do so will be void. This License is a single copy license, and permits an individual subscriber to access and use the Materials and Online Services from any computer terminal or PDA or their choice. User agrees to maintain no more than one (1) concurrent online session per subscription purchased, and is therefore prohibited from accessing either the Materials or Online Services via a dual-modem connection (multilink). The materials (including directories, lists, names, data, text, graphics, photographs, software, code and scripts) provided on this Web site are copyrighted, and unauthorized use of any of these materials and/or Online Services may violate copyright and/or other laws, including the ‘Digital Millennium Copyright Act.' This License includes, to the extent permitted by applicable law, the right to obtain a printout of Materials of the Online Services and to create a single printout of Materials downloaded via downloading commands of the Online Services (collectively, "Authorized Printouts"). User shall be responsible for providing, at its own expense, all communications lines, hardware, software, services and other materials and technology necessary for it to access the Materials and/or Online Services. GEN shall have no responsibility for any failure of such items or any failure or limitation of the Internet or other computer hardware or software. Only individual subscribers or those authorized by their subscribing organization may access and use the Materials and/or Online Services. Additional Materials may be added to or withdrawn from the Online Services, and may be otherwise changed without notice.
1.2 Access and Use Restrictions: Except as specifically provided in Section 1.1, User is prohibited from downloading, storing, reproducing, transmitting, displaying, copying, distributing, selling, renting or using the Materials. User may not print or download the Materials without using the printing or downloading commands of the Online Services. Except as specifically provided herein, User may not access or use the Materials or Online Services in any fashion that infringes the copyrights or proprietary interests therein. User may not remove or obscure the copyright notice or other notices posted in conjunction with the Materials, nor modify the Materials in any manner. User may not distribute, sublicense, assign or transfer any rights to use the Materials, either in whole or part, to any third party. User may not decompile, disassemble, reverse engineer or otherwise manipulate any software, code, applets, images, photographs, or scripts in order to derive any source code. "Mirroring" or making available any portion of this Web site by another server is strictly prohibited. User may not decompile, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Materials. User may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. User may not use any software robot, spider, electronic agent, other automatic device or manual process to monitor or copy this Web Site or the Materials without GEN's prior written permission. User may not use or otherwise export or re-export the Web Site, Materials or Online Services in violation of the export control laws and regulations of the United States of America.
1.3 Passwords: GEN will provide User with one or more user IDs and passwords to enable User to access certain or all portions of the Materials, depending upon the subscription selected. User shall be solely responsible for the confidentiality and use of such user IDs and passwords. User shall immediately notify GEN if it becomes aware of any loss or theft of a password or any unauthorized use of a password, user ID, or of the Materials. User shall not use any password or other means to attempt to access portions of the Materials or Online Services for which GEN has not issued User a password. GEN may de-activate any password at any time at its sole and unfettered discretion.
OWNERSHIP OF PROPERTY RIGHTS
The Materials made available by GEN in connection with this License, together with all modifications, and revisions thereto and all copyrights, trademarks, patents, trade secrets, lists, software, text, images and other intellectual and proprietary rights, title and interest relating thereto, shall at all times be and remain the property of GEN, its successors and assigns. The provisions of this clause shall survive the termination of this Agreement.
CONFIDENTIAL INFORMATION
3.1 Definition: "Confidential Information" shall mean any confidential or other proprietary information disclosed by GEN to the User hereunder, including, but not limited to, directories, lists, reports, analysis, pricing, service plans, specifications, manuals, training materials, brochures, software designs and code, user names, passwords, materials, documents, and other business or technical information.
3.2 Restrictions: User agrees (a) not to disclose, directly or indirectly, to any third party any portion of the Confidential Information without the prior written consent of GEN; (b) to take reasonably necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as the User would with its own confidential information; and (c) promptly advise GEN in writing upon learning of any unauthorized use or disclosure of the Confidential Information.
DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION
4.1 THE MATERIALS AND ONLINE SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. GEN HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GEN BE LIABLE, EXCEPT FOR WILLFUL ACTS, FOR ANY DAMAGES TO USER OR ANY OTHER PARTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR LOSSES RESULTING FROM BUSINESS INTERRUPTION OR LOSS OF DATA, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY UNDER WHICH THE LIABILITY MAY BE ASSERTED, EVEN IF ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
4.2 User agrees to indemnify, defend and hold harmless, GEN, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to this Web site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by User.
MISCELLANEOUS
The terms and conditions contained in this License shall be exclusively governed by the laws of the State of New York, without reference to its conflicts of law rules. User consents to the exclusive jurisdiction and venue of such courts. If User breaches any term or condition of this License, GEN may, in addition to any other remedies available at law or equity, deny User access to the Materials and Online Services, as well as to any other Web sites owned and/or operated by GEN. In the event that any term or condition of this License shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall only affect the portion of such term or condition determined to be invalid, unenforceable or void, and shall not in any way affect the remaining terms and conditions herein. Any waiver, modification, or amendment of any term or condition of this license will be effective only if in writing and signed by GEN and User. These terms and conditions (and any modifications thereto) constitute the entire agreement between GEN and User with regard to the subject matter hereof, and supersede all prior understandings and agreements, whether written or oral, as to such subject matter. Nothing contained in these terms and conditions shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose.