NOTICE TO USER:
Please read the following terms and conditions carefully because they will apply to your access to and use of the Alpha Innotech Corporation website and constitutes a legally binding agreement between you and Alpha Innotech Corporation, ("AIC").
1. DESCRIPTION OF THE WEBSITE.
In order to use the Website, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any fees associated with such access. In addition, you must provide all equipment necessary to make such a connection to the World Wide Web, including a computer and modem or other access device.
2. TERM.
The term of this Agreement shall commence at the time you register to use the system by clicking the "OK" button (the "Effective Date") and shall continue until terminated as set forth in this Agreement.
3. LICENSE GRANT.
Alpha Innotech hereby grants to you a limited, non-exclusive, nontransferable license to access and use the website for the sole purpose of bioscience research. You may not rent, lease, sell, sublicense, assign, export or otherwise transfer the content or any underlying software, technology or other information, including any printed materials of the same, nor may you create derivative works of or otherwise modify the same. This license will automatically terminate if you do not comply with the terms of this Agreement.
4. CUSTOMER REGISTRATION DATA.
You hereby represent and warrant that you are authorized to legally bind the organization/institution you have listed on the website's registration form and that such organization/institution will be legally bound by this Agreement when you click the "OK" button. In consideration for your access to and use of the Website, you agree to: (i) provide true, accurate, current and complete information about yourself as required by the Website's registration form (such information being the "Registration Data") and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide Registration Data that is untrue, inaccurate, not current or incomplete, or AIC has reason to believe the same, AIC has the right to suspend or terminate your account and refuse to provide you with any and all current or future access to and use of the Website. Further, you grant AIC the right to use and disclose to third parties certain aggregate information contained in your Registration Data or related data, provided that, such information will not include personally identifying information, except (a) as authorized by you, (b) in the good faith belief that such action is reasonably necessary to comply with applicable laws, legal process or to enforce this Agreement or (c) in connection with your attempt to purchase goods or services from a vendor via a link to another World Wide Web site.
5. MODIFICATIONS.
AIC may modify, discontinue, temporarily or permanently, the website and/or change the terms and conditions of this Agreement at any time for any reason. AIC will send you prompt notice of any material change in the terms of this Agreement in accordance with Section 14 below.
6. PAYMENT.
All payments may be made by credit card, purchase order or check as follows: (a) Where payment is to be made by credit card, you hereby authorize AIC to: (i) disclose your credit card details to, and obtain information from, any financial institution or credit card issuer to verify such credit card details; (ii) take steps to verify that there is sufficient credit on the designated credit card to meet all fees payable under this agreement; and (iii) charge all fees incurred for use to the designated credit card. If payment is not received from the card issuer or its agents for any reason, Customer agrees to pay AIC all amounts due on demand. (b) Terms for payment by purchase order or check are net 30 days from the date of invoice. In the event that your payment is not received within such 30 day period, any unpaid balance shall bear interest at the rate of l 1/2% per month, or the maximum amount allowed by law, if lower.
7. EXPORT.
You may not download or otherwise export or re-export any underlying software, technology or other information from the website except in full compliance with all U.S. and other applicable laws and regulations. In particular, but without limitation, none of the underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods or (ii) to anyone on the U.S. Treasury Departmentís list of Specially Designated Nationals or the U.S. Commerce Departmentís or State Departmentís Table of Denial Orders. You agree to indemnify and hold harmless and defend AIC against any and all liability arising from or relating to your breach of this Section 9.
8. SUPPORT.
AIC shall have no obligation to provide you with any maintenance or support relating to the website.
9. LINKS.
AIC may provide, or third parties may provide, links to other World Wide Web sites or resources. AIC does not endorse and is not responsible for any data, software or other content available from such sites or resources and you acknowledge and agree that AIC shall not be liable, directly or indirectly, for any damage or loss relating to your use of or reliance on such data, software or other content.
10. DISCLAIMER OF WARRANTIES.
You understand and agree that the website is provided on an "as is" and "as available" basis. AIC makes no warranty that the website will meet your requirements or that use of the website will be uninterrupted, timely, secure or error free; nor does AIC make any warranty as to the results that may be obtained from use of the website or the accuracy or reliability of any information obtained through the website (including third party content) or that any defects in the website will be corrected. AIC and its suppliers disclaim all warranties of any kind, whether express, implied or statutory regarding the Website, including any implied warranty of title, merchantability, fitness for a particular purpose or non-infringement of third party rights. You understand and agree that any material or data obtained through use of the website is at your own discretion and risk and that you will be solely responsible for any resulting damage to your computer system or loss of data.
11. LIMITATION OF LIABILITY.
You understand and agree that AIC and its suppliers shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, without limitation, damages for lost data or lost profits arising from or relating to: (i) your use of the Website or use of the Website through your account by anyone else; (ii) the cost of procurement of substitute data, information or Websites; (iii) unauthorized access to or alteration of your transmissions or data; or (iv) any other matter relating to the Website. AIC's total cumulative liability to you and anyone who uses the Website through your account, for any and all claims under any theory of law, will not exceed the aggregate amount you paid to AIC in the preceding twelve months. This section 13 does not limit AIC's obligation, if AIC mistakenly or wrongfully overcharges your account, to refund the amount of the overcharge.
12. INDEMNIFICATION.
You agree to indemnify and hold AIC, its officers, Information providers, ISPs, directors, employees and its suppliers harmless from any claim or demand, including reasonable attorneysí fees, made by any third party due to or arising out of your use of the Website or breach of this Agreement or violation of any rights of another.
13. TERMINATION.
AIC may terminate this Agreement with or without cause. AIC shall provide you with prompt written notice either via email or regular mail prior to or after any such termination. You agree that AIC shall not be liable to you or any third party for any termination of the Website. Should you object to any terms of this Agreement, or any subsequent modifications, or become dissatisfied with the Website in any way, your only recourse is to immediately: (i) discontinue use of the Website and (ii) notify AIC of your termination of this Agreement. Upon any termination of this Agreement, your right to use the Website immediately ceases.
14. NOTICE.
Notices shall be provided to you via email or regular mail. AIC may provide notices of changes to this Agreement, the Website or other matters by displaying notices or links to notices to you on the Website.
15. PROPRIETARY RIGHTS TO CONTENT.
You acknowledge and agree that the Website and any necessary software used in connection with the Website, including, without limitation, text, software, sound, photographs, video, graphics or other material contained in or presented to you as part of the Website ("Content"), contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You may not copy, reproduce, distribute or create derivative works based on the Website or the Content, in whole or in part.
16. PROHIBITED USES OF WEBSITE.
You agree not to resell the Website or use of or access to the Website. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Website. You agree to use reasonable efforts to keep persons with access to the Website from using it for the development, stockpiling or deployment of chemical or biological weapons; if you cannot accept this constraint, or if any military application is anticipated, a special license agreement, approved by the U.S. Department of Commerce, will be required in addition to this Agreement.
17. ASSIGNMENT.
You may not assign or transfer your rights under this Agreement without the prior written consent of AIC. AIC may assign all rights and liabilities under this Agreement to a subsidiary, affiliate or successor to all or a substantial part of its business and assets without your consent. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the successors and permitted assigns of the parties.
18. GENERAL.
18.1
You agree to access and use the Website in accordance with all applicable laws and regulations, including, without limitation, state and federal laws and regulations. You agree not to use the Website for any illegal or wrongful purposes.
18.2
This Agreement shall be governed by the laws of the state of California without regard to its conflict of laws principles.
18.3
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, such provision shall be reformed to as nearly as possible approximate the intent of the parties and all other provisions shall remain in full force and effect.
18.4
AICís failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
18.5
Section headings in this Agreement are used solely for the convenience of the parties and have no legal or contractual significance.
18.6
This Agreement constitutes the partiesí final, exclusive and complete understanding and agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements between the parties