GenomeQuest Basic End User License Agreement
Thank you for trying out GenomeQuest Basic! By using this software, including certain third party software and content made available in conjunction with this software (GenomeQuest”), you agree to accept a license under and to be bound by the following terms and conditions of this agreement (the “Agreement”) with GenomeQuest, Inc., a Delaware corporation (GenomeQuest).
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GENOMEQUEST STATING THE TERMS THAT GOVERN YOUR USE OF GENOMEQUEST. THIS AGREEMENT, TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, TERMS OF SERVICE AND ALL OF GENOMEQUEST’S RULES AND POLICIES, COLLECTIVELY CONSTITUTE THE AGREEMENT BETWEEN YOU AND GENOMEQUEST. TO AGREE TO THESE TERMS, CLICK “I ACCEPT.” IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “I ACCEPT,” AND DO NOT USE GENOMEQUEST. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS MADE BY YOU ARE NOT ACCEPTABLE, AND GENOMEQUEST MAY REFUSE ACCESS TO GENOMEQUEST FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.
License .This Agreement licenses the use of GenomeQuest Basic solely for academic or commercial research purposes as described in the Terms of Service. Subject to the terms and conditions of this Agreement, GenomeQuest hereby grants you a non-exclusive, non-transferable limited license to use GenomeQuest Basic.
2. System Requirements .Use of the GenomeQuest Basic and other GenomeQuest software, products, service or content (collectively referred to as the Service) requires a compatible hardware device, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors.Data transmission and data link between GenomeQuest and you via a network are exclusively your responsibility. High speed Internet access is strongly recommended. The currently supported versions of required software can be readily viewed at http://wiki.genomequest.com/index.php/Minimum_Server_Configuration#Client_Requirements. You acknowledge and agree that such system requirements, which may change from time to time, are your responsibility.
3. Policies and Rules . Your use of the Service and any additional products are subject to GenomeQuest’s Terms of Service which can be readily viewed at http://www.genomequest.com/company/terms-of-service/ , and any end-user agreements or other terms and conditions required for use of the Service, all of which are hereby made a part of this Agreement. If you have not already read GenomeQuest’s Terms of Service, you should do so now. Your purchase of any additional products through GenomeQuest is subject to any end-user agreements or other terms and conditions required for use of such products, all of which are hereby made a part of this Agreement.
4. Privacy .Except as otherwise expressly provided for in this Agreement, the Service is subject to GenomeQuest’s Privacy Policy at http://www.genomequest.com/company/privacy-policy/ , which is expressly made a part of this Agreement.If you have not already read GenomeQuest’s Privacy Policy, you should do so now.
5. Your Information . You attest that you are entering into this agreement as an individual and not some other legal entity.You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service (“Registration Data”). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. GenomeQuest may terminate your rights to any or all of the Service and other products if any information you provide is false, inaccurate or incomplete. You agree that GenomeQuest may store and use the Registration Data you provide (including credit card information if appropriate) for use in maintaining your accounts and billing fees to your credit card.
6. Account and Password .As a Registered User of the Service, you may receive or establish an account (“Account”). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else’s Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify GenomeQuest of any unauthorized use of your Account or any other breach of security. GenomeQuest shall not be responsible for any losses arising out of the unauthorized use of your Account.You shall not directly or indirectly sell, license, sublicense, rent, or otherwise make available for use, whether via a service bureau, outsourcing or other arrangement, the Service to any third party.
7. Security . You understand that the Service includes a security framework using technology that protects digital information and limits your usage of the Service and other products to certain GenomeQuest’s Terms of Service, which can be readily viewed at http://www.genomequest.com/company/terms-of-service/, and any end-user agreements or other terms and conditions required for use of the Service and or other GenomeQuest products or services, all of which are hereby made a part of this Agreement.You agree to comply with such Terms of Service, as further outlined below, and you agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to such Terms of Service for any reason whatsoever. Terms of Service may be controlled and monitored by GenomeQuest for compliance purposes, and GenomeQuest reserves the right to enforce the Terms of Service with or without notice to you. You will not access the Services by any means other than through software that is provided by GenomeQuest for accessing the Service. You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Service. Violations of system or network security may result in civil or criminal liability.
8. Intended USE .the service is designed to be used solely for research purposes and may not be used in connection with the diagnosis or treatment of diseases or other conditions.
9. Confidentiality and Ownership of Your Online Searches and Data . GenomeQuest shall use its commercially reasonable efforts to keep confidential the contents of your online searches and all your data and data files uploaded to, stored and maintained within your individual Service Account.You shall own all rights, title, and interests in any data and data files which you upload to, store and maintain within your Service Account.
10. Data Loss . GenomeQuest does not guarantee against data loss of your data owing to hardware failures or catastrophic events causing data loss on the Service. Notwithstanding this, GenomeQuest will use commercially reasonable efforts to prevent the loss of or damage to data in its possession and will maintain commercially reasonable back-up procedures and copies to facilitate the re-construction of any such data.
11. Terms of Service . You acknowledge that the Service contains security technology that limits your usage of the Service and other GenomeQuest products to the following applicable Terms of Service, and, whether or not the Service is limited by security technology, you agree to use the Service in compliance with the applicable Terms of Service.
(i) Your use of the Service and other GenomeQuest products is conditioned upon your prior acceptance of the terms of this Agreement.
(ii) You use of the Service is conditioned upon your affirmation that you are thirteen (13) years of age or older.Your acceptance of this Agreement constitutes your affirmation that you are at least thirteen (13) years of age.
(iii) If you are an Academic User, you shall be authorized to use the Service only for academic, governmental, not-for-profit and or noncommercial use. Upgrades to premium non-commercial usage accounts is available, please contact GenomeQuest for terms.
(iv) If you are a Commercial User, you shall be authorized to use the GenomeQuest Basic Service only for commercial research use.Upgrades to premium commercial usage accounts is available, please contact GenomeQuest for terms.
(v) You shall not use the Service in a manner contrary to the Intended Use set forth above and shall not use the Service in connection with the diagnosis or treatment of diseases or other conditions.
(vi) You shall not directly or indirectly disassemble, decompile, reverse engineer or otherwise attempt to discover the whole or any part of the source code of the Service or the other products, whether to render the Service interoperable with other computer programs or equipment or to reproduce the functionality of the whole or any part of the Service, nor shall you assist any third party in doing any of the foregoing.
(vii) You are licensed and authorized to utilize the content and data made available to you in the Reference Data folder of GenomeQuest as part of this the Service license.
(viii) Any downloading or exporting capabilities are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners of any content embodied in any of the Services.
(ix) The delivery of content through the Service does not transfer to you any commercial or promotional use rights in the content.
(x) You are authorized to upload, share and prepare analysis on your own data in the Service.
(xi) You shall use reasonable efforts to keep confidential the technical details of the Service by using reasonable degree of care to prevent the unauthorized use, dissemination, or disclosure of the Service and its operation.You shall refrain from disclosing or publishing benchmarks relating to the Service without expressed written permission from GenomeQuest.
(xii) You agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Service or that is used to administer the Terms of Service.
(xiii) You agree that your use of the Service and or purchase of other GenomeQuest products constitutes your acceptance of and agreement to use such Services solely in accordance with the Terms of Service, and that any other use of the Service may constitute a copyright infringement. The security technology, if applicable, is an inseparable part of the Service. The Terms of Service shall govern your rights with respect to the Service, in addition to any other terms or rules that may have been established between you and another party. GenomeQuest reserves the right to modify the Terms of Service at any time.
(xiv) You acknowledge that some aspects of the Service and other GenomeQuest products, and the administering of the Terms of Service entails the ongoing involvement of GenomeQuest. Accordingly, in the event that GenomeQuest changes any part of the Service or discontinues the Service, which GenomeQuest may do at its election, you acknowledge that you may no longer be able to use the Service to the same extent as prior to such change or discontinuation, and that GenomeQuest shall have no liability to you in such case.
(xv) The Service may offer features that allow you to, among other things,submit or post content, data, information, materials or links to third party content on areas of the Service accessible and viewable by other users of theService (Publically Posted Content). You represent and agree that any use by you of such features, including any content, data, information, materials or links submitted or posted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene,objectionable or in poor taste, and that you have obtained all necessary rights, licenses or clearances.You further agree to provide accurate and complete information in connection with your submission or posting of any information or materials on the Service.Moreover, you hereby grantGenomeQuest a worldwide, royalty-free, non-exclusive perpetual license to use such Publically Posted Content as part of the Service, and in relation to otherServices, without any compensation or obligation to you.
GenomeQuest reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability.
GenomeQuest has the right, but not the obligation, to monitor any information and materials submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that GenomeQuest in its sole discretion deems appropriate.
12. Optional Payment for Premium Services.If applicable, you agree to pay for allPremium Services you may agree to purchase, license or subscribe to fromGenomeQuest, and that GenomeQuest may charge your credit card account with authorization for any Premium Services purchased, licensed or subscribed to (as applicable), and for any additional amounts (including any taxes and late fees,as applicable) as may be accrued to your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL APPLICABLE FEES AND FOR PROVIDING GENOMEQUEST WITH VALID CREDIT CARD DETAILS FOR PAYMENT OF ALL SUCH FEES. All fees for Premium Services,if applicable, will be billed to the credit card account you designate during the registration process. If you want to designate a different credit card or if there is a change in your credit card account status, you must change your credit card account information online at the Account & Settings section of the Service. (There may be a temporary disruption of your access to the Services until GenomeQuest can verify the validity of the new credit card account information.)
13. Right to Change Prices and Availability of Services.Prices and availability of any Services are subject to change at any time.
14. Electronic Signatures and Contracts. Your use of the Service and other Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TO PAY FOR SUCH TRANSACTIONS IF APPLICABLE.YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTOON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
16. Removal of Content, Functionality or Other Materials. Notwithstanding any other provision of this Agreement, GenomeQuest reserves the right to change, suspend,remove, or disable access to any Service, functionality, content, or other materials comprising a part of the Service at any time without notice. In no event will GenomeQuest be liable for the removal of or disabling of access to any such Service, content or materials under this Agreement. GenomeQuest may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.
17. Termination by GenomeQuest. GenomeQuest reserves the right to modify, suspend, or discontinue access to the Service (or any part or content thereof) at any time with or without notice to you, and GenomeQuest will not be liable to you or to any third party should it exercise such rights.If you fail, or GenomeQuest suspects that you have failed, to comply with any of the provisions of thisAgreement, including but not limited to failure to make payment of fees due if applicable, failure to provide GenomeQuest with a valid credit card if applicable or with accurate and complete Registration Data, failure to safeguard your Account information, violation of the Terms of Service or any license to the software, or infringement or other violation of third parties’ rights, GenomeQuest, at its sole discretion, without notice to you may: (i)terminate this Agreement and/or your Account, and you will remain liable for any and all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the software; and/or (iii)preclude access to the Service (or any part thereof).
18. General Compliance with Laws. You agree to comply with all local, state, federal,and national laws, statutes, ordinances, and regulations that apply to your use of the Service.
19. Enforcement of These Terms. GenomeQuest reserves the right to take steps GenomeQuest believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to GenomeQuest’s right to cooperate with any legal process relating to your use of the Service,and/or a third party claim that your use of the Service is unlawful and/or infringes such third party’s rights). You agree that GenomeQuest has the right,without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as GenomeQuest believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to GenomeQuest’s right to cooperate with any legal process relating to your use of the Service, and/or a third party claim that your use of the Service is unlawful and/or infringes such third party’s rights).
20. No Responsibility for Third-Party Materials or Web sites. Certain software, content,products, and services available via the Service may include materials from third parties. In addition, GenomeQuest may provide links to certain third-party Web sites. You acknowledge and agree that GenomeQuest is not responsible for examining or evaluating the content or accuracy of any such third-party material or Web sites. GenomeQuest does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or Web sites, or for any other materials, products, or services of third parties. Links to other Web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that GenomeQuest is not in any way responsible for any such use by you.
21. Disclaimer of Warranties and Limitation of Liability.
(i) GENOMEQUEST DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OFTHE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIMETO TIME GENOMEQUEST MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, ORC ANCEL YOUR ACCOUNT IN THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.
(ii) YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. ALL PRODUCTS, CONTENT AND SERVICES DELIVERED TO YOU THROUGH THE PRODUCT ARE (EXCEPT AS EXPRESSLY STATED BY GENOMEQUEST) PROVIDED”AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES,THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
(iii)INNO CASE SHALL GENOMEQUEST, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES,AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT,INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USEOF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OFTHE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OFANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PRODUCT, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, GENOMEQUEST’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
(iv)GENOMEQUEST SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICE, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND GENOMEQUEST HEREBY DISCLAIMS ANYAND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
(v) GENOMEQUEST DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BEFREE FROM ERROR, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND GENOMEQUEST DISCLAIMS ANY LIABILITY RELATING THERETO.
(vi)You acknowledge and agree that (a) GenomeQuestdoes not warrant in any way the contents, topicality and accuracy of information, output, timeliness and results obtained by the use of the SERVICE, (b) the SERVICE is inherently complex and you possess the requisite technical expertise to evaluate any information, output and results obtained from the use of the product and the assumptions underlying the same, (c) you shall bear sole responsibility for the selection of the SERVICE and for determining that the SERVICE is appropriate for your use; and(d) the SERVICE is designed to be used solely for research purposes and may not be used in connection with the diagnosis or treatment of diseases or other conditions.
22. Waiver and Indemnity. BY USING THE PRODUCT, YOU AGREE TO INDEMNIFY AND HOLD GENOMEQUEST, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS,CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OFYOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY GENOMEQUEST AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM GENOMEQUEST, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS,CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OFA SUSPECTED VIOLATION OR AS A RESULT OF GENOMEQUEST’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
23. Changes.GenomeQuest reserves the right, at any time and from time to time, to update,revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service.Such updates, revisions, supplements, modifications, and additional rules,policies, terms, and conditions (collectively referred to in this Agreement as”Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the Service following the posting of the Additional Terms in the Terms of Service, which can be readily viewed at http://www.genomequest.com/company/terms-of-service/,will be deemed to constitute your acceptance of any and all such Additional Terms.All Additional Terms are hereby incorporated into this Agreement by this reference.
24. Notices.GenomeQuest may send you notice with respect to the Service by sending an emailmessage to the email address listed in your GenomeQuest Account contact information, by sending a letter via postal mail to the contact address listed in your GenomeQuest Account contact information, or by a posting on theGenomeQuest website. Notices shall become effective immediately.
25. Governing Law. This Agreement, the Terms of Service, and your use of the Services shall be governed by the laws of the Commonwealth of Massachusetts, U.S.A. Your use of the Services may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with GenomeQuest or relating in any way to your use of the Services resides in the state and/or federal courts of the Commonwealth of Massachusetts, U.S.A.
26. Entire Agreement. This Agreement constitutes the entire agreement between you and GenomeQuest and governs your use of the Service, superseding any prior agreements between you and GenomeQuest. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. GenomeQuest’s failure to enforce any right or provisions in these this Agreement will not constitute a waiver of such provision, or any other provision of these Terms ofService. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. GenomeQuest will not be responsible for failures to fulfill any obligations due to causes beyond its control.
Last updated: July 13, 2009