BioCentury User Agreement
Updated January 8, 2015
This BioCentury User Agreement (the "Agreement") between you ("You" or "User") and BioCentury Inc. ("BioCentury") states the terms and conditions governing Your use of the Publications (the "Publications") and Services (the "Services") to which You are subscribing from BioCentury. By clicking on the "Agree" button below and accessing the Publications and/or Services, You agree to the terms of this Agreement. If You do not agree to be bound by the terms of this Agreement, You should click the "Don't Agree" button below, in which case You will not be able to proceed with the registration process for the respective Publications or Services and become a subscriber. YOU SHOULD PRINT OUT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
1. Limited Rights
During the term of this Agreement You are granted limited, non-exclusive access to the Publications and Services solely for Your personal use. Access under Your BioCentury UserID and password is limited to You and may not be shared with any other individuals or persons. You agree not to use Your BioCentury UserID or password for the purpose of providing other users with access to content from the Publications or Services. You agree to use the Publications and Services and any enhancements to the Publications and Services that BioCentury may make in the future only in accordance with this Agreement as it may be amended by BioCentury from time to time.
2. Exceptions for Certain Types of Subscribers
If You are an authorized "Subscription Employee" or “Authorized User” under a valid Site License Agreement, Group License Agreement or other written corporate subscription agreement between BioCentury and Your employer or another institution, the terms of that Site License or other agreement may provide for different or additional rights and obligations in lieu of or in addition to certain of the terms and conditions of this Agreement. In the event of any conflict, the terms of such a valid Site License or other agreement will control.
3. Privacy and Your Account
4. No Warranties
Information (the "Information") provided through the Publications and Services is gathered from sources that BioCentury believes are reliable; however, BioCentury does not warrant the accuracy, completeness, or timeliness of the Information. There may be delays, omissions or inaccuracies in the Information. You agree that BioCentury shall have no liability, contingent or otherwise, for the accuracy, completeness, or timeliness of the Information, or for any decision made or action taken by You in reliance upon the Information.
Access to stock quotes and charts may be provided on the BioCentury Web Site through an independent third party whose content is copyrighted. BioCentury and its vendors make no guarantees as to the availability, timeliness or accuracy of such quotes or charts, and Your use of such quotes and charts is subject to these warranty disclaimers and the limitation of liability set forth below.
THE PUBLICATIONS, SERVICES AND INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND BIOCENTURY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE INFORMATION, THE PUBLICATIONS AND THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF BIOCENTURY HAS BEEN INFORMED OF SUCH PURPOSE. BIOCENTURY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION, THE PUBLICATIONS OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY THAT THE PUBLICATIONS OR SERVICES WILL MEET ANY USER'S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.
5. Exclusion of Consequential Damages; Limitation of Liability
You acknowledge that the Information is not intended as investment, business, tax or legal advice, and BioCentury shall not be responsible for any investment, business, tax or legal recommendations or opinions of third parties cited by the Publications or Services or in Information contained therein.
YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF THE PUBLICATIONS AND SERVICES IS AT YOUR SOLE RISK, THAT ANY INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PUBLICATIONS AND SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
IN NO EVENT SHALL BIOCENTURY, ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS, REPRESENTATIVES, SERVICE PROVIDERS OR SUPPLIERS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, TRADING LOSSES AND OTHER COMMERCIAL DAMAGES) THAT RESULT FROM THE USE OF THE PUBLICATIONS OR SERVICES OR FROM ANY INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE PUBLICATIONS OR SERVICES, EVEN IF BIOCENTURY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
THE SOLE AND ENTIRE MAXIMUM LIABILITY OF BIOCENTURY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS, REPRESENTATIVES, SERVICE PROVIDERS AND SUPPLIERS, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED IN THE AGGREGATE TO THE PRORATED AMOUNT REMAINING OF THE SUBSCRIPTION FEE PAID BY YOU FOR THE PUBLICATIONS AND SERVICES FOR THE THEN-CURRENT TERM OF THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG IMPLIED WARRANTIES LAST, THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THAT THESE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU, IN WHICH CASE THEY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
6. Proprietary Information
The content, organization, text, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Web Sites, the Publications, the Services and the Information contained therein (including any copies made by You or on Your behalf pursuant to this Agreement), are the property of BioCentury and/or its respective licensors and are protected by applicable copyright, trademark, trade dress and other laws of the United States and international treaties. No license or other rights under any such intellectual property rights are implied or granted under this Agreement other than the licenses expressly set forth in this Agreement and all other rights are expressly reserved hereunder. You agree not to copy, reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, alter, amend, modify, translate or change, commercially exploit or create derivative works based on the Publications, the Services, the Web Sites, or the Information in any manner without the prior written consent of BioCentury, which may be requested as set forth below. You further agree that You will not, without BioCentury's prior written consent: (i) create abstracts from, scrape or display headlines from the Publications or Services for use on another web site or service, (ii) make mass, automated or systematic extractions from or hard copy storage of the Publications, the Services or the Information, (iii) make the Publications, the Services or the Information available by remote access to any other person, or (iv) post any content from the Publications or Services to weblogs, newsgroups, mail lists or electronic bulletin boards. You also agree not to use the Information for any unlawful purpose. You agree to comply with reasonable written requests by BioCentury to protect BioCentury’s rights in the Information.
7. Third Party Links
The Web Sites, Publications and Services may contain references or hyperlinks to third party web sites. Such hyperlinks are provided for Your reference purposes only. BioCentury (a) does not control such other web sites, and makes no guarantee as to the accuracy, currency, content or quality of any such sites and information, including noninfringement of such web sites or the content contained in such web sites; (b) assumes no responsibility as to whether such third party web sites contain unintended or objectionable content; and (c) makes no endorsement of such web sites or their content.
8. User Contents
Users are solely responsible for the contents of any messages they post on bulletin boards, chat rooms or other communications devices as may be provided by the Web Sites or the Services from time to time, as well as for the consequences of any such messages. You agree not to use the Web Sites or the Services for chain letters, junk mail, "spamming" or commercial solicitations, and not to send any message or material that is unlawful or gives rise to civil liability. All such communications through the Services are public and not private communications, and the Publisher reserves the right to remove such communications for any reason or no reason.
You agree to defend, indemnify and hold harmless BioCentury, its affiliates, and their respective employees, officers, directors, shareholders, members, agents, representatives, service providers and suppliers, from and against any and all claims, losses, liabilities, costs and expenses (including without limitation reasonable attorneys' fees, costs and expenses) arising from Your violation of this Agreement, state or federal securities laws or regulations, or any third party's rights, including without limitation infringement of any copyright, violation of any proprietary right or invasion of any privacy rights, except to the extent that such liability results from any infringement of copyright, violation of any proprietary right or invasion of any privacy right by BioCentury.
10. Data Transmission
You acknowledge that data, including e-mail, electronic communications and personal financial data, may be accessed by unauthorized third parties when communicated between you and BioCentury using the Internet, other network communications facilities, telephone or any other electronic means. You agree to use standard commercial Internet Browser software that supports a data security protocol compatible with the (SSL) protocol used by BioCentury and to follow BioCentury’s log-on procedures for electronic Publications and Services. You acknowledge that BioCentury is not responsible for notifying You of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including without limitation the Internet.
11. Use of Software, Programs, Applications or Other Devices to Access Electronic Publications and Services
With the exception of standard commercial Internet Browser software, You agree not to use any software, program, application or any other device to access or log on to BioCentury's computer systems, the Web Sites, or to automate the process of obtaining, downloading, transferring or transmitting any content, information or quotes to or from BioCentury's computer systems or the Web Sites.
12. Subscription, Service, Use Fees
You agree to pay all subscription, service and use fees, if any, that you are charged by BioCentury for the Publications and Services and the Information to which you have subscribed and agree that such fees may be changed without notice. You agree to pay all costs (including attorneys' fees), if any, incurred by BioCentury in collecting overdue fees from you. You also agree to pay all federal, state and local taxes applicable to Your use or receipt of the Publications, Services and the Information.
BioCentury reserves the right to terminate this Agreement and Your access to the Publications, Services or any portion of them in its sole discretion, without notice and without limitation, for any reason whatsoever, including but not limited to breach of this Agreement, discontinuation of BioCentury's access to any Information or data from any third party provider or termination of one or more agreements between BioCentury and any provider of Information. In the event of a termination by BioCentury, neither the Information providers nor BioCentury shall have any liability to You; provided, however, that if the termination is without cause, BioCentury will refund the pro rata portion of any fee that may have been paid by You for the portion of the terminated Publications and Services not furnished to You as of the date of such termination.
14. Survival of Terms
The provisions of Paragraphs 4 ("No Warranties"), 5 ("Exclusion of Consequential Damages; Limitation of Liability"), 6 ("Proprietary Information"), 7 ("Third Party Links"), 9 ("Indemnification"), 10 ("Data Transmission"), 12 ("Subscription, Service, Use Fees"), 13 ("Termination"), 18 ("HTML Access"), 19 ("Governing Law") and 20 ("General") will survive the termination of this Agreement.
15. Amendments to Agreement
BioCentury reserves the right, in its sole discretion, to change, modify, add or delete portions of the terms of this Agreement at any time by notifying You of the change by posting notice of such changes on this BioCentury Web Sites. You can access the current terms and conditions of this Agreement at any time by going to the Customer Service section of the BioCentury Web Sites. You agree that Your accessing or using a Publication or Service after any changes are made to this Agreement will constitute Your agreement to and acceptance of such changes.
16. Notice and Procedure for Making Claims of Copyright Infringement
BioCentury’s policy is to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. You agree that any claim of alleged infringement will be made in accordance with such policy and such Act. For directions and more information, please click here.
17. Corporate Subscriptions
If this Agreement relates to a subscription purchased on behalf of a corporate subscriber under which You are an authorized user, that corporate subscriber agrees that it and each authorized user under such corporate subscription are bound by the terms and conditions of this Agreement and that the terms “You” and “User” include such corporate subscriber and each such authorized user. By accessing the Publications and Services, You represent and warrant that the person who ordered such subscription had sufficient authority to order the Publications and/or Services and to bind such corporate subscriber to the terms of this Agreement.
18. HTML Access
If Your subscription under this Agreement includes the right to access BioCentury Innvovations in HTML format, the terms and conditions of this Paragraph 18 shall apply:
During the term of this Agreement You are granted the following additional non-exclusive rights: (i)the right to access the BioCentury Web Site using passwords or other access controls authorized by BioCentury for the purpose of accessing BioCentury Innovations and the Information contained in it in HTML format for the purposes otherwise permitted under this Agreement; and (ii)the right to print and/or download individual articles and other individual items from searches of BioCentury Innovations. Your right to access and use BioCentury Innovations in HTML format will only apply to the electronic versions of (i) the most recent print edition of BioCentury Innovations and (ii) the then most recent previous four (4) print editions of BioCentury Innovations. Prior to the commencement of HTML access, if requested by BioCentury, You agree to provide BioCentury with the IP Address and such additional information regarding the computer from which You will access the Publications in HTML format as BioCentury may reasonably request in order to comply with BioCentury’s authentication procedures, as they may be modified by BioCentury from time to time.
For purposes of this Paragraph 18, the term "HTML Access Period" means the period from the commencement of Your access to BioCentury Innovations in HTML format under this Paragraph18 until the expiration or termination of Your right to access new editions of BioCentury Innovations in HTML format. Upon any expiration or termination of this Agreement or of the HTML Access Period, You shall have no rights of any kind to any edition of BioCentury Innovations published after the effective date of such expiration or termination. In the event that BioCentury’s ability to continue to allow access to BioCentury Innovations in HTML format ceases, BioCentury will deliver a copy of all editions first published during the HTML Access Period to You in a physical storage media, such as a CD-ROM, subject to Your compliance with the other terms and conditions of this Agreement and to the terms and conditions of such additional end user license agreement as may accompany any such physical storage media. Notwithstanding the foregoing, such access shall not include access to any editions of BioCentury Innovations or other material published prior to the HTML Access Period. Further, notwithstanding the foregoing, said access shall not apply to You if You have also received BioCentury Innovations in PDF form as part of Your subscription under this Agreement.
BioCentury shall have the right to terminate this Agreement (including the delivery as set forth above in this Paragraph 18 at any time in accordance with Paragraph13 above if You materially breach this Agreement and fail to cure such breach within thirty (30) days after written notice from BioCentury. Upon any such termination of this Agreement by BioCentury, You shall have no further rights of any kind in any editions of BioCentury Innovations previously licensed hereunder and You agree to destroy all copies of BioCentury Innovations and all portions thereof stored on your computer or in CD-ROM or other hard copy form both on paper and in any digital information storage media or other physical media storage, including without limitation system servers, hard disks, diskettes, and backup tapes.
19. Governing Law
This Agreement is governed by the laws of the State of California, USA, without regard for its conflicts of laws rules or your actual state or country of residence. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Any dispute between the parties will be resolved exclusively by binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association and shall be held in San Mateo County, California, USA. If any action or proceeding is commenced to enforce or interpret this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding. You acknowledge that, in providing You with the Publications and/or Services, BioCentury has relied upon Your agreement to be bound by the terms and conditions of this Agreement, as currently in effect and as amended from time to time. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. Any waiver of any provision of this Agreement by BioCentury will be effective only if in writing and signed by an officer of BioCentury.
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