Adjuvant, Inc. ("Adjuvant," "we,"
or "us") provides subscription-based online services providing
information and other related services in connection with the biotechnology
industry (collectively, the "Services") at
the Adjuvant site at URL: http://www.adjuvant.com
("the Site") to our users ("you")
under the following terms and conditions (the "Terms").
Please read the Terms carefully. You understand and agree that the Services
are provided to you exclusively under these Terms.
BY CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE
THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND
BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, WE ARE UNWILLING
TO GRANT YOU ACCESS TO THE SERVICES, AND YOU SHOULD CLICK ON THE “DO
NOT ACCEPT” BUTTON TO DISCONTINUE THE REGISTRATION PROCESS.
1. REGISTRATION. Prior to receiving the Services, you
must fill out the registration form in accordance with the instructions
set forth on such registration form. We reserve the right, in our sole
discretion, to deny registration to anyone for any reason. You agree
to provide true, accurate, current and complete information on the registration
form and to maintain and promptly update such information to keep it
true, accurate, current and complete. If we have reasonable grounds
to suspect that such information is untrue, inaccurate, not current
or incomplete, we may suspend or terminate your use of the Services
(or any portion thereof).
2. PASSWORD. Once we have approved your registration,
you will need your logon ID (the e-mail address you provide to us) and
the unique password we assign to you, which you will receive via e-mail
once the registration process is completed and approved. This unique
password may be changed after you log on for the first time. You may
not transfer or share your logon ID, password or account (collectively,
the “Account Information”) with anyone,
and you are solely responsible for maintaining the confidentiality of
your Account Information. You agree to immediately notify us of any
unauthorized use of your Account Information or any other breach of
security.
3. PAYMENT. Throughout the term of the License (as
defined below), we will make the Services available to you for the fees
set forth on the pricing schedule that is in place at the commencement
of each applicable Annual Term (defined below), which current version
may be accessed at http://www.adjuvant.com/pages/signup.html.
For all fees up to five thousand dollars ($5,000), your credit card
will be charged for such fees. If the total amount due exceeds five
thousand dollars ($5,000), we will send you an invoice for the total
amount. If you do not pay such total amount within thirty (30) days
of the date of the invoice, your credit card will be charged for the
total amount.
4. LICENSE. We hereby grant to you a non-exclusive,
nontransferable license to access and use the Services for internal
purposes only (“License”). You understand
and acknowledge that the Services contain the valuable trade secrets
of Adjuvant, and you may not prepare derivative works of, modify, distribute,
sell, lease, rent, sublicense, assign, export, or transfer in any other
manner the Services, the Site or any underlying software, technology
or other information, including any printed materials of the same, unless
expressly authorized hereunder. Any use of third party software provided
in connection with the Services will be governed by such third parties’
licenses and not by these Terms.
5. YOUR RESPONSIBILITIES. You agree not to use the
Services to: (a) violate any local, state, national or international
law; (b) stalk, harass or harm another individual; (c) collect or store
personal data about other users; (d) impersonate any person or entity,
or otherwise misrepresent your affiliation with a person or entity;
or (e) interfere with or disrupt the Services or servers or networks
connected to the Services, or disobey any requirements, procedures,
policies or regulations of networks connected to the Services. You agree
not to reproduce, duplicate, copy, sell, resell or exploit any portion
of the Services, use of the Services or access to the Services for any
purposes other than for which the Services are being provided to You.
Without our written consent, you may not (a) allow, enable, or otherwise
support the transmission of mass unsolicited, commercial advertising
or solicitations via e-mail (spam); (b) use any high volume, automated,
or electronic means to access the Services (including without limitation
robots, spiders or scripts); or (c) frame the Site, place pop-up windows
over its pages, or otherwise affect the display of its pages. All information
that you provide to us will be true, accurate, complete and current.
6. MODIFICATIONS TO TERMS. We may change the Terms
from time to time. We will notify you of any such changes via e-mail
and/or by posting notice of the changes on the start-up screen. If you
object to any such changes, your sole recourse will be to cease using
the Services. Continued use of the Services following notice of any
such changes will indicate your acknowledgement of such changes and
agreement to be bound by the revised Terms, inclusive of such changes.
In addition, certain areas of the Services may be subject to additional
terms of use. By using such areas, or any part thereof, you agree to
be bound by the additional terms of use applicable to such areas. In
the event that any of the additional terms of use governing such area
conflict with these Terms, these Terms will control.
7. MODIFICATIONS TO SERVICES. We reserve the right
to modify or discontinue the Services with or without notice to you.
We will not be liable to you or any third party should we exercise our
right to modify or discontinue the Services. If you object to any such
changes, your sole recourse will be to cease using the Services. Continued
use of the Services following notice of any such changes will indicate
your acknowledgement of such changes and satisfaction with the Services
as so modified.
8. PRIVACY. As part of the registration process, you will be asked to
provide certain personal information to us. All uses of your personal
information will be treated in accordance with our Privacy Policy, which
is located at http://www.adjuvant.com/privacy_policy.html
and is incorporated by this reference into these Terms. If you use the
Site and/or the Services, you are accepting the terms and conditions
of our Privacy Policy. If you do not agree to have your information
used in any of the ways described in the Privacy Policy, you must discontinue
use of the Site and/or the Services.
9. THIRD PARTY CONTENT AND MONITORING. We are a distributor
of content supplied by users of the Services and by other third parties.
Accordingly, we have no editorial control over such content. Any services,
offers, or other information or content expressed or made available
by third parties, including information provided by other users of the
Services, are those of the respective author(s) or distributor(s) of
that information and not of us. We neither endorse nor are responsible
for the accuracy or reliability of any opinion, advice, information,
or statement made on the Services by anyone other than authorized Adjuvant
employees or Adjuvant spokespersons while acting in their official capacities.
We have the right, but not the obligation, to monitor and review the
content on the Services and your account to determine compliance with
these Terms and any other operating rules established by us, to satisfy
any law, regulation or authorized government request, or for other purposes.
You understand and acknowledge that we do not monitor content for accuracy
or reliability.
10. YOUR CONTENT; LICENSE; REPRESENTATION AND WARRANTY.
You are solely responsible for content you provide to us to be published
on our Site through our data entry forms ("Your Content"),
and we act as a passive conduit for the distribution and publication
of Your Content. However, without implying any obligation on our part,
we reserve the right to remove Your Content as required by law or if
we believe Your Content may create liability for us, or to modify Your
Content as required by law or if necessary to cause Your Content to
be in compliance with these Terms. You represent and warrant that Your
Content (a) does not infringe any third party's copyright, patent, trademark,
trade secret or other proprietary rights or rights of publicity or privacy;
(b) does not violate any law, statute, ordinance or regulation, including,
without limitation, the laws and regulations governing export control;
(c) is not defamatory or trade libelous; (d) is not pornographic or
obscene; (e) does not violate any laws regarding unfair competition,
anti-discrimination or false advertising; and (f) does not contain viruses,
trojan horses, worms, time bombs, cancelbots or other similar harmful
or deleterious programming routines. You acknowledge and agree that
Third Party Indemnitees (as defined below in Section 16) are third-party
beneficiaries of these representations and warranties, and that they
will apply to them with the same force and effect as they apply to us.
You hereby grant to us a worldwide, perpetual, irrevocable, royalty-free
right, sublicensable through multiple tiers of sublicensees, to exercise
all copyright rights with respect to Your Content in any media now known
or not currently known. The foregoing does not apply to content contained
on hyperlinked pages or any other content you do not submit to us.
11. DEALINGS WITH PARTNERS AND ADVERTISERS. Your correspondence
or ensuing relationship with third parties found on or through the Services,
including posting or acceptance of any other terms or conditions associated
with such dealings, are solely between you and such parties. YOU AGREE
THAT ADJUVANT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE
OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT
OF THE USE OF, OR PARTICIPATION IN, THE SERVICES BY ANY SUCH PARTIES.
12. LINKS. Our provision of a link to any other site
or location is for your convenience and does not signify our endorsement
of such other site or location or its contents. We have no control over,
do not review, and cannot be responsible for, these outside Web sites
or their content. WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE,
OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF
INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE OR LINKS,
NOR FOR THE ACTS OR OMMISSIONS OF ANY SUCH WEBSITES OR THEIR RESPECTIVE
OPERATORS.
13. TERM AND TERMINATION. The License is effective
when we notify you of our acceptance of your registration by delivering
your initial logon ID and password to you, and remains in full force
and effect for a period of one (1) year (“Initial Term”),
unless earlier terminated in accordance with these Terms (“Effective
Date”). The License will automatically extend for additional,
successive terms of one (1) year (each of the Initial Term and renewal
terms, an “Annual Term”), unless either
party gives at least sixty (60) days’ advance notice prior to
the end of the then-current term of its intent not to renew the License.
Payment of all fees for each such renewal term shall be due in advance.
You understand and agree that if any early termination occurs, any fees
you have paid will be non-refundable. Either party may terminate the
License upon material breach of the other party, if such material breach
continues for thirty (30) days after written notice of such breach is
provided to the breaching party. YOU AGREE THAT WE WILL NOT BE LIABLE
TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE
SERVICES.
14. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT
USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED
ON AN "AS IS" AND "AS AVAILABLE" BASIS. ADJUVANT
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY,
CONDITION, QUIET ENJOYMNET, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION.
ADJUVANT MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS,
OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR
FREE; NOR DOES ADJUVANT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY
BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY
OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN
THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL
AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE
OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES
OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR
INFORMATION. ADJUVANT MAKES NO WARRANTY REGARDING ANY DEALINGS WITH
OR TRANSACTIONS ENTERED INTO WITH ANY OTHER PARTIES THROUGH THE SERVICES.
THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, EFFORT
AND RESULTS TO BE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICES
IS WITH YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM ADJUVANT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY
NOT EXPRESSLY MADE HEREIN.
15. LIMITATION OF LIABILITY. YOU UNDERSTAND THAT TO
THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ADJUVANT
OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES,
AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE
KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE
OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED
TO YOUR USE OF THE SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH
DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT
LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IF YOU ARE DISSATISFIED
WITH ANY PORTION OF THIS SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO
DISCONTINUE USE OF THE SITE. THE AGGREGATE LIABILITY OF ADJUVANT TO
YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES
IS LIMITED TO THE LESSER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY
YOU FOR USE OF THE SERVICES OR (II) FIVE THOUSAND DOLLARS (U.S. $5,000.00).
Some jurisdictions do not allow the exclusion of certain warranties
or the limitation or exclusion of liability for incidental or consequential
damages. Accordingly, some of the above limitations and disclaimers
may not apply to you. To the extent that we may not, as a matter of
applicable law, disclaim any implied warranty or limit its liabilities,
the scope and duration of such warranty and the extent of our liability
will be the minimum permitted under such applicable law.
16. INDEMNIFICATION. You agree to indemnify, defend
and hold harmless Adjuvant, its parents, subsidiaries, affiliates, officers,
directors, co-branders and other partners (including third parties to
whom Adjuvant may provide Your Content (“Third Party Indemnitees”)),
employees, consultants and agents, from and against any and all third-party
claims, liabilities, damages, losses, costs, expenses, fees (including
reasonable attorneys' fees and court costs) that such parties may incur
as a result of or arising from (1) Your Content and any information
you submit, post or transmit through the Services, (2) your use of the
Services, (3) your violation of these Terms, (4) your violation of any
rights of any other person or entity or (5) any viruses, trojan horses,
worms, time bombs, cancelbots or other similar harmful or deleterious
programming routines input by you into the Services.
17. TRADEMARKS. Certain of the names, logos, and other
materials displayed in the Services constitute trademarks, tradenames,
service marks or logos ("Marks") of us or
other entities. You are not authorized to use any such Marks. Ownership
of all such Marks and the goodwill associated therewith remains with
us or those other entities.
18. COPYRIGHTS; RESTRICTIONS ON USE. Both (i) the content
of the Services, including without limitation, text, data, information,
music, sound, photos, and graphics (“Our Content”),
as well as (ii) the software, code, proprietary methods and systems
used to provide the Services (“Our Technology”)
are (1) copyrighted by Adjuvant and/or its licensors under United States
and international copyright laws, (2) subject to other intellectual
property and proprietary rights and laws, and (3) owned by Adjuvant
or its licensors. Neither Our Content nor our Technology may be copied,
modified, reproduced, republished, posted, transmitted, sold, offered
for sale, or redistributed in any way without our prior written permission
and the prior written permission of our applicable licensors, with the
sole exception that one copy of Our Content may be downloaded onto a
single computer for your personal use or archival purposes. You must
abide by all copyright notices, information, or restrictions contained
in or attached to any of Our Content or Our Technology. Nothing in these
Terms grants you any right to receive delivery of a copy of Our Technology
or to obtain access to Our Technology except as generally and ordinarily
permitted through the Site according to these Terms.
19. MISCELLANEOUS. The Terms constitute the entire
and exclusive and final statement of the agreement between you and us
with respect to the subject matter hereof, and govern your use of the
Services, superseding any prior agreements or negotiations between you
and us with respect to the subject matter hereof. The Terms and the
relationship between you and Adjuvant will be governed by the laws of
the Commonwealth of Virginia, without giving effect to any choice of
laws principles that would require the application of the laws of a
different country or state. Any legal action, suit or proceeding arising
out of or relating to the Terms, or your use of, the Services must be
instituted exclusively in the federal or state courts located in the
Commonwealth of Virginia and in no other jurisdiction. You further consent
to exclusive personal jurisdiction and venue in, and agree to service
of process issued or authorized by, any such court. Our failure to exercise
or enforce any right or provision of the Terms will not constitute a
waiver of such right or provision. If any provision of the Terms is
found by a court of competent jurisdiction to be invalid, the parties
nevertheless agree that the court should endeavor to give effect to
the parties' intentions as reflected in the provision, and that the
other provisions of the Terms remain in full force and effect. You agree
that regardless of any statute or law to the contrary, any claim or
cause of action arising out of or related to use of the Services or
the Terms must be filed within one (1) year after such claim or cause
of action arose or be forever barred. The section titles in the Terms
are for convenience only and have no legal or contractual effect. You
and we are acting as independent contractors, and nothing in these Terms
creates an agency or partnership. You may not assign your rights under
these Terms without our prior written consent, and any attempted assignment
will be null and void.
20. SURVIVAL. The terms of Sections 9 through 20 as
well as any other limitations on liability explicitly set forth herein
will survive the expiration or earlier termination of the Terms for
any reason. Our (and our licensors') proprietary rights (including any
and all intellectual property rights) in and to Our Content, Our Technology
and the Services will survive the expiration or earlier termination
of the Terms for any reason.
21. VIOLATIONS. Please report any violations of the
Terms to customerservice@adjuvant.com.
