(c) Bioexpertise, Inc. 2004
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Terms of Use
Bioexpertise, Inc. ("Bioexpertise") provides the services available at this site to you subject to the following terms and conditions. These terms and conditions may be updated by us from time to time without notice to you. Your use of this site and your relationship with Bioexpertise are subject to all the guidelines or rules that may be posted from time to time on the site, which are all incorporated by reference into this agreement. By using this site, you are agreeing to be bound by all the terms and conditions of the most current version of the user agreement and any guidelines and rules posted on this site. If you do not agree to be bound by this agreement, do not use this site. If the user is not an individual, then "you" means your company, its officers, members, agents, successors and assigns.
1. OVERVIEW. This site includes an online mechanism (the "Exchange") for matching the needs of providers and consumers of content, knowledge, services and products. Bioexpertise provides no warranty regarding the quality, compatibility, safety, or legality of the items displayed, the truthfulness, completeness or accuracy of the content, the ability of providers to provide or sell the items or the terms and conditions of any transaction between a provider and consumer. We cannot ensure that a provider and consumer will complete a transaction. Because Bioexpertise might not review the substance of postings on the site, you must be careful in dealing with other participants on the site to avoid fraud and to recognize the possibility that other participants' information may be harmful, innacurate or deceptive.
2. ELIGIBILITY. This site is intended for use by persons and entities who can form legally binding contracts under applicable law, provided that only a person or entity authorized to provide or consume content, services or products listed shall be permitted to enter into transactions. If you do not qualify, please do not use this site. You represent that you will not enter into transactions on this site that you are not authorized to participate in. We may refuse our services to anyone at any time, in our sole discretion.
3. NONCONTRAVENTION. You agree that if you should complete a transaction that was first displayed on the Exchange, you will do so in accordance with the process described in this agreement and on this site.
4. TRANSACTION COMPLETION. Bioexpertise is, generally speaking, not a party to the actual transaction between providers and consumers. As a result, Bioexpertise has no control or responsibility for the providers to provide, or consumers to consume, content, products and services listed on the web sites. Bioexpertise shall not be responsible for any breach by a provider or consumer of the terms of any transaction or associated transaction-related activities. You agree to proceed solely against the applicable counterparty to collect or recover any amounts owing to you or to enforce any of your rights in connection with or as a result of transactions entered on the Exchange, and you hereby irrevocably and unconditionally release Bioexpertise from any and all such actions.
5. COMPLIANCE WITH LAWS. You shall comply with all applicable laws and regulations of the United States and foreign authorities (including, but not limited to United States trade restriction laws, export laws or license requirements and laws regarding the sale or transport of hazardous materials, and laws regarding the transmission of technical data, including without limitation encryption, exported from the United States through the services available at this site) relating to any transaction on the Exchange or otherwise relating to your use of this site. You specifically acknowledge that Bioexpertise shall not be responsible for collecting or remitting any taxes except upon its own income.
6. INFORMATION. This site contains content provided for informational purposes only. No content (including without limitation, stock quotes, prices, and other business information; biomedical or educational content; industry or employment data, personality -based recommendations, weather information, or news articles) is intended to be relied upon for professional, research, medical or investment purposes, and Bioexpertise will not be responsible for any medical, business, professional or investment decisions made based on such content. By its very nature, other people's information, whether a site participant or some other third party, may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that you will use caution and common sense when using our sites.
7. CONDUCT. You agree (i) not to use this site to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; (ii) not to interfere or disrupt this site or any networks connected to this site; (iii) not to use any device, software or routine or attempt to interfere with the proper functioning of this site or any transactions being offered at this site; (iv) not to take any action that imposes an unreasonable or disproportionately large load on Bioexpertise's infrastructure; (v) not to use the site to collect or harvest personal information about other participants at this site; (vi) not to manipulate any transaction on the Exchange, either by using a secondary identity or by self-bidding; and (vii) not to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity. You agree not to use the services available at this site for illegal purposes, and to comply with all regulations, policies and procedures of networks connected to this site.
8. COPYRIGHTS. The copyright in all material provided on this site is held by Bioexpertise or approved third party. You acknowledge and agree that this site contains proprietary information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through this site, including text, graphics, logos, icons, images and software, and the arrangement and compilation of such content, are the property of Bioexpertise or its content suppliers and is protected by copyrights, trademarks, service markes, patents or other proprietary rights and laws. Bioexpertise does not grant any license or authorization to any user of its copyrightable material or other intellectual property, by placing them on this site. Furthermore, except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written consent of Bioexpertise or the copyright owner. However, you may print a copy of the the information on this site for your personal, non-commercial internal use or records. In so doing, you may not modify the materials and you agree to retain all copyright and other proprietary notices contained in the materials. This permission does not give you any ownership rights in the information and terminates automatically if you breach any of these terms or conditions.
9. LINKS. This site may provide links to other Internet sites. Bioexpertise is not responsible for the availability of such other sites and does not endorse and is not responsible or liable for any content, products or other materials available on such other sites. Links to external web sites do not constitute an endorsement by Bioexpertise of those sites or the sponsors of such sites or the content, products, advertising or other materials presented on such sites. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk.
10. NO WARRANTIES. THIS SITE, ALL CONTENT, SERVICES AND PRODUCTS OBTAINED THROUGH THIS SITE AND ALL INFORMATION CONTAINED ON THIS SITE IS PROVIDED ON AN "AS IS" BASIS FROM BIOEXPERTISE, INC. AND ITS AFFILIATES, CONTRACTORS AND PARTNERS. BIOEXPERTISE AND ITS AFFILIATES, CONTRACTORS AND PARTNERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THIS AGREEMENT, THE PERFORMANCE UNDER THIS AGREEMENT, THE SERVICES AVAILABLE ON THIS SITE, THE TRANSACTIONS AVAILABLE THROUGH THIS SITE, OR THE INFORMATION, CONTENT, MATERIALS, SERVICES AND/OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, BIOEXPERTISE, INC. AND ITS AFFILIATES, CONTRACTORS AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER BIOEXPERTISE, INC. NOR ITS AFFILIATES, CONTRACTORS AND PARTNERS MAKES ANY WARRANTY THAT (i) THE SERVICES OFFERED ON THIS SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES OFFERED ON THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE CONTENT AVAILABLE ON THIS SITE IS COMPLETE, ACCURATE OR AVAILABLE, OR (v) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIALS OBTAINED BY YOU THROUGH THIS SITE WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BIOEXPERTISE, INC. THROUGH THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
11. LIMITED LIABILITY. BIOEXPERTISE, INC. AND ITS AFFILIATES, CONTRACTORS AND PARTNERS SHALL NOT BE LIABLE FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF BIOEXPERTISE, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND WHETHER OR NOT IT HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE SERVICES OR CONTENT PROVIDED ON THIS SITE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. YOU FURTHER AGREE THAT IF YOU BECOME ENTITLED TO ANY RECOVERY, THAT YOUR RECOVERY SHALL BE LIMITED TO THE AMOUNT OF FEES OR PAYMENTS MADE TO BIOEXPERTISE, INC. WITHIN THE SIX MONTH PERIOD PRIOR TO THE EVENT OR ACTION GIVING RISE TO SUCH LOSS.
12. INDEMNITY. You shall indemnify, defend, and hold harmless Bioexpertise, Inc. and its affiliates, contractors and partners, and their respective shareholders, employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that they may sustain or incur arising from (a) your use of the software available at this site, (b) your failure to comply with any applicable laws and regulations or to obtain any applicable licenses and approvals from the appropriate government agencies, (c) your use of the content and services available on this site in any way contrary to this agreement, (d) your breach of any of your representations, warranties or obligations set forth in this agreement, (e) the sale, purchase, transportation, delivery, use or disposal of products and services purchased by you, or any loss suffered by or harm to any person or property in any way relating to or caused in whole or in part by the products, content or services sold or purchased by you (including, without limitation, any personal injuries or death of any third person caused in whole or in part by such products, content or services, the use, transportation, delivery, storage, handling or release thereof), (f) any taxes attributable to the products, content or services or due on the purchase, sale, transportation, use or disposal of the products, content or services, (g) any dispute between you and another party arising out of a transaction initiated on the Exchange, (h) alleged errors or omissions or misrepresentations in the information provided by you to Bioexpertise hereunder or in the listings of products, content or services on this site; in each case, regardless of whether such losses result directly or indirectly from Bioexpertise's negligence.
13. MONITORING. You acknowledge that Bioexpertise or its designees reserves the right to, and may from time to time, monitor any and all activity or information transmitted or received through this site. Bioexpertise, in its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit any activity or the transmission or receipt of any information which Bioexpertise deems inappropriate or that violates any term or condition of this agreement. During monitoring, information may be examined, recorded, copied, and used for authorized purposes. Use of this site, authorized or unauthorized, constitutes consent to such monitoring. Unauthorized uses and unauthorized users of this site will be prosecuted to the full extent of the law.
14. TERMINATION. You agree that Bioexpertise may, at its sole discretion, deny you access to the site and disable any user name and password associated with you for any reason, including, without limitation, if Bioexpertise believes that you have violated or acted inconsistently with the letter or spirit of this agreement. Bioexpertise reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the services offered under this site (or any part thereof) with or without notice. You agree that Bioexpertise shall not be liable to you or any third party for any modification, suspension or discontinuance of the products, content and services offered under this site.
15. PROVISION OF DATA. In order to participate in the content and services offered at this site, you must provide certain current, complete, and accurate information about you as prompted to do so by the registration form or other survey forms and vehicles. You warrant that such data is accurate and current, and that you are authorized to provide such data. If the data provided by you is untrue, inaccurate, not current or incomplete, Bioexpertise reserves the right, in its sole discretion, to suspend or terminate your account and rights to use the content and services. Solely to enable Bioexpertise to use information you supply us with, so that we are not violating any rights you might have in that information, you grant Bioexpertise a non-exclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by Bioexpertise's computers or any other derivative algorithms or technologies capable of utilizing digital information, or (ii) use, modify, research and tabulate such information. Except as otherwise stated herein or under our Privacy Statement, any material, information or other communication you transmit or post to this site will be considered non-confidential and non-proprietary ("Communications") unless otherwise governed by specific provisions of a signed Agreement between the parties. Bioexpertise will have no obligations with respect to the Communications. You are prohibited from posting or transmitting to or from this site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law.
16. NO OTHER AGREEMENTS. This terms of use agreement will be expressly incorporated by reference in each and every agreement between you and Bioexpertise. It supersedes any and all prior and existing agreements, whether oral or in writing, between you and Bioexpertise with respect to the subjects addressed in this terms of use agreement and constitutes the entire agreement between the parties with respect to those subjects. You acknowledge that neither Bioexpertise nor anyone on Bioexpertise's behalf has made any representations, inducements, promises or agreements, orally or otherwise, to you relating to the subjects addressed by this terms of use agreement that are not embodied herein.
17. GENERAL. This site is created and controlled by Bioexpertise in the State of California and the laws of California govern this agreement without giving effect to any principles of conflicts of laws, and you and Bioexpertise agree to submit to the personal jurisdiction of the courts of Santa Clara County in the State of California. Any waiver or amendment of any right or provision of this agreement will be effective only if signed by Bioexpertise and the failure of Bioexpertise to exercise or enforce any term or condition shall not constitute a waiver of such right or provision. If any provision of this agreement is found by a court of competent jurisdiction to be invalid, the other provisions of this agreement shall remain in full force and effect. Bioexpertise reserves the right to make changes to this site and this agreement at any time. You and Bioexpertise are independent contractors, and no agency, partnership, joint venture or other relationship between you and Bioexpertise is intended or created by this agreement.
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