Updated December 8, 2016
1. Limited Rights
During the term of this Agreement, You are granted limited, non-exclusive access to the Web Site and to the Publications, Services and Information solely for Your personal non-commercial use. You agree to use the Publications, Services and Information, only in accordance with this Agreement as it may be amended by BioCentury from time to time. For purposes of this Agreement, the term "BioCentury Web Site" means the Internet web site owned and operated by BioCentury known as biocentury.com, as the same may be modified from time to time during the term of this Agreement. The BioCentury Web Site may also be referred to herein as the "Web Site".
2. Existing Subscribers and Subscription Employees
If You are an existing BioCentury subscriber to whom the BioCentury User Agreement applies or if You are an authorized "Subscription Employee" or "Authorized User" under a valid Site License Agreement, Group License Agreement or other written corporate license agreement between BioCentury and Your employer or another institution, the terms of the User Agreement, or that Site License, Group 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 User Agreement, Site License, Group License or other written agreement will control.
4. Disclaimer of Warranties
All Information provided through the Publications and Services, or otherwise made available on or through the BioCentury Web Site, 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 WEB SITE AND 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 PUBLICATIONS, SERVICES AND INFORMATION, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF BIOCENTURY HAS BEEN INFORMED OF SUCH PURPOSE, ANY IMPLIED WARRANTIES ARISING THROUGH A COURSE OF DEALING, USAGE OR TRADE PRACTICES, AND ANY REPRESENTATION OR WARRANTY THAT THE PUBLICATIONS OR SERVICES WILL MEET ANY USER'S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. BIOCENTURY FURTHER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE WEB SITE OR ANY OF THE PUBLICATIONS, SERVICES OR INFORMATION WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND BIOCENTURY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING THERETO. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG THEY LAST, THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, IN WHICH CASE THEY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
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 WEB SITE AND THE PUBLICATIONS, SERVICES AND INFORMATION IS AT YOUR SOLE RISK, THAT ANY INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITE OR 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 WEB SITE OR ANY OF THE PUBLICATIONS, SERVICES OR INFORMATION OR FROM ANY INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE WEB SITE OR ANY OF THE PUBLICATIONS, SERVICES OR INFORMATION, 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, IF ANY, PAID BY YOU FOR THE PUBLICATIONS AND SERVICES FOR THE THEN-CURRENT TERM OF THIS AGREEMENT OR THE AMOUNT, IF ANY, THAT YOU HAVE PAID TO BIOCENTURY TO USE THE WEB SITE.
SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, 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.
6. Proprietary Information
The content, selection, organization, text, graphics, design, arrangement, compilation, magnetic translation, digital conversion and other matters related to the BioCentury Web Site, the Publications, the Services and the Information contained therein, 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, commercially exploit or create derivative works based on, the Publications, Services or Information in any manner without the express prior written consent of BioCentury, which may be requested as set forth below. You further agree not to create abstracts from, scrape or display headlines from the Publications or Services for use on another web site or service, or to post any content from the Publications or Services to weblogs, newsgroups, mail lists or electronic bulletin boards, without BioCentury's prior written consent. 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 Site, 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 products, services or content.
8. User Contents
Users are solely responsible for the contents of any messages they post on bulletin boards, chat rooms, discussion boards or other communications devices as may be provided by the Web Site or the Services from time to time, as well as for the consequences of any such messages. BioCentury accepts no responsibility whatsoever in connection with or arising from such messages. BioCentury has no control over nor does it endorse such messages. The messages are not reviewed by BioCentury prior to posting and do not necessarily reflect the policies and opinions of BioCentury. You acknowledge that BioCentury makes no warranties, express or implied, as to the contents, accuracy or reliability of the messages or any other posted information. You agree not to use the Web Site 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. BioCentury reserves the right to edit, restrict, and or remove in whole or part such communications for any reason or no reason without any liability whatsoever to the User.
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, damages, 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 other proprietary right or invasion of any privacy rights of any third party, 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. 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 Site, 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 Site.
11. Term and Termination
This Agreement will remain effective until terminated by You or by BioCentury. BioCentury reserves the right to change the contents of the Web Site or to discontinue it at any time, in addition to the right to deny access to the Web Site to any person who BioCentury reasonably believes may be using the Web Site for an unlawful or unauthorized purpose or in a manner that violates the terms and conditions of this Agreement. BioCentury reserves the right to terminate this Agreement and Your access to the Web Site, the Publications, Services and Information, 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.
12. Survival of Terms
13. 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 the Web Site. You agree that Your accessing or using the Web Site, or any Publication, Service or Information after any changes are made to this Agreement will constitute Your agreement to and acceptance of such changes.
14. 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.
15. 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.
This Agreement represents the complete and exclusive statement of the agreement between You and BioCentury and supersedes any prior agreements, oral or written, and any other communications between You and BioCentury relating to the subject matter of 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. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, 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.