IN ORDER TO COMPLETE THE REGISTRATION PROCESS, YOU MUST INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED BELOW. CLICKING ON THE “I ACCEPT” BUTTON SHALL BE DEEMED YOUR CONCLUSIVE ACKNOWLEDGEMENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THIS AGREEMENT AS IT APPLIES TO YOUR ACCESS TO AND USE OF THE ONLINE SERVICES PROVIDED BY PLECTIX BIOSYSTEMS, INC. (“PLECTIX”) THROUGH WWW.CELLUCIDATE.COM (THE “SITE”). UPON COMPLETION OF THE REGISTRATION PROCESS, YOUR ACCESS TO AND USE OF THE SERVICES SHALL BE DEEMED YOUR CONTINUED AND CONCLUSIVE ACCEPTANCE OF THIS AGREEMENT. IF YOU ARE EMPLOYED BY A COMPANY OR OTHER LEGAL ENTITY THAT HAS A SEPARATE AGREEMENT WITH PLECTIX TO USE THE SERVICES, YOU STILL MUST INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND BE INDIVIDUALLY BOUND BY ITS TERMS IN ORDER FOR YOU TO USE THE SERVICES.
-
1. Issuance of Password and Your Responsibilities.
Upon completion of the registration process, you will become a Registered User (meaning a user that has been authorized to access and use the on-line services developed, operated and maintained by Plectix, accessible via the Site and any ancillary online products and services provided to you by Plectix (collectively, the “Services”)).
You agree to abide by all applicable laws in connection with your use of the Services, including those related to Intellectual Property Rights, data privacy, international communications and the transmission of technical or personal data. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
You further agree to notify Plectix immediately of any unauthorized use of any password or account or any other known or suspected breach of security and to report to Plectix immediately any unauthorized use of the Services by any third party, including any unauthorized copying or distribution of Content or Contributions that is known or suspected by you. “Contributions” means any and all data, information or materials posted, uploaded, input or submitted to Plectix by any Registered User in connection with and in the course of using the Services. "Content" means any and all audio and visual information, documents, software, products and services contained in the Services or made available by Plectix in the course of providing the Services, not including Contributions.
-
2. Web Site Terms of Use and Privacy Policy.
Plectix’s Web Site Terms and Conditions of Use, located at http://www.cellucidate.com/terms.html, and Privacy Policy, located at http://www.cellucidate.com/privacy.html, are incorporated herein by reference. Plectix reserves the right to modify them in its reasonable discretion from time to time. In the event of any conflict between this Agreement and the Web Site Terms and Conditions of Use or the Privacy Policy, this Agreement shall control. Plectix’s Privacy Policy governs disclosures relating to the collection and use of information by Plectix that personally identifies Registered Users, including personally identifying information provided to Plectix in connection with the Services.
-
3. License Grant to the Services and Restrictions.
Subject to the terms and conditions of this Agreement, Plectix hereby grants you a non-exclusive, non-transferable, worldwide, limited license and right to use the Services, solely for your own personal use. All rights not expressly granted to you are reserved by Plectix and, if applicable, its licensors. You may not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the Content in any way; (ii) modify or make derivative works based upon the Services or the Content (except as expressly permitted under this Agreement); (iii) "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services (except as expressly permitted under this Agreement).
-
4. Contributions by Registered Users.
Plectix does not own any Contributions users post, upload, input or submit through the Services. You, not Plectix, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to post, upload, input, submit or use your Contributions and to grant the rights granted by you herein. Plectix shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Contributions.
Any Contribution may be disseminated or used by Plectix in accordance with the terms of this Agreement, any options for restricting distribution selected by you, and any terms and conditions applicable to the specific services provided by Plectix to which you may subscribe from time to time, which terms and conditions are incorporated herein by reference. Subject to this Agreement, by making a Contribution, you automatically grant (i) to Plectix, an unrestricted, perpetual, irrevocable, worldwide, royalty-free license and right to use, reproduce, modify, publish, translate, display, publicly perform, create derivative works from, transmit and distribute such Contribution in accordance with any distribution restrictions selected by you in connection with the Services, and sublicense such rights through multiple tiers of sublicensees, (ii) to other Registered Users in accordance with any distribution restrictions selected by you, the right to access, view, store, reproduce, make derivative works from and distribute such Contribution for their own lawful, personal use in the course of using the Services; and (iii) subject to any distribution restrictions selected by you to “Visitors” (meaning users that simply browse the Site), the right to view such Contribution on the Site.
You warrant and represent that you will not (i) post, upload, input or submit through the Services any material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere or disrupt the integrity or performance of the Services and/or the data contained therein; (iii) attempt to gain unauthorized access to the Services and/or its related systems or networks; (iv) impersonate another Plectix user or provide false identity information to gain access to or use the Services; or (v) post, upload, input or submit through the Services any Contribution that is, in whole or in part, libelous, scandalous, inflammatory, discriminatory, defamatory, false, threatening, vulgar, obscene, pornographic, profane, abusive, harassing, invasive of another’s privacy, hateful or bashing, aimed at gender, race, color, sexual orientation, national origin, religious views or disability, or otherwise unlawful, or that violates or infringes on the privacy rights, publicity rights, Intellectual Property Rights, and/or proprietary or contractual rights of any third party.
You further warrant and represent that you will access, view, store, reproduce, make derivative works from and distribute third-party Contributions made available to you through the Services solely for your own lawful, personal use in the course of using the Services and in compliance with the specific terms and conditions applicable to the services to which you subscribed and/or under which you may be given access to third-party Contributions.
Plectix does not represent or guarantee the truthfulness, accuracy, reliability or non-infringing nature of any Contributions posted, uploaded, input or submitted through the Services by Registered Users or endorse any statements, representations or opinions expressed by Registered Users. Your reliance on and use of any and all Contributions shall be at your own risk.
Plectix is not responsible for screening or monitoring Contributions posted, uploaded, input, submitted or otherwise made available through the Services by Registered Users. If notified by a user of Contributions posted, uploaded, input, submitted or otherwise made available through the Services allegedly in violation of this Agreement, Plectix may investigate the allegation and determine in good faith and its sole discretion whether to remove such Contributions. Plectix shall have no liability or responsibility to users for performance or nonperformance of such activities. Nor shall Plectix be responsible for any wrongful actions or misconduct of Registered Users or any activity occurring under their accounts during the course of their use of the Services. Plectix, however, reserves the right (i) to expel Registered Users and prevent their further access to the Services, or any portion thereof, who, in its sole discretion, Plectix deems to be in violation of this Agreement and/or the law; and (ii) to remove any and all Contributions that, in its sole discretion, Plectix deems to be in violation of this Agreement and/or the law.
-
5. Intellectual Property Ownership.
This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the Plectix Technology, the Content or the Intellectual Property Rights owned by Plectix. "Plectix Technology" means all of Plectix's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) used or made available by Plectix in the course of providing the Services. You shall acquire no rights in and to the Plectix Technology, the Content or the Services other than as set forth herein. The trade names, trademarks, service marks and logos associated with the Services are service marks of Plectix and/or its licensors, and no right or license to use them is granted hereunder.
-
6. Third Party Interactions.
During the course of using the Services, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third party. Plectix shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.
-
7. Payment of Fees/Billing.
You agree to pay all applicable fees and any other charges due to Plectix for the Services and to provide Plectix with complete and accurate billing and contact information to be updated within ten (10) days of any change to it. If the information you provide is false or fraudulent, Plectix reserves the right to terminate your access to the Services, in addition to any other legal remedies.
-
8. Termination.
Plectix, in its sole discretion, may terminate this Agreement, your password, account or use of the Services, if you materially breach or otherwise fail to comply with this Agreement. Any breach of your payment obligations or unauthorized use of any third-party Contributions, Content, Plectix Technology and/or Services will be deemed a material breach of this Agreement. You agree and acknowledge that Plectix has no obligation to retain your Contributions, and may delete them, along with your account and any information available as part of your account, if you have materially breached this Agreement, and such breach has not been cured within thirty (30) days of notice of such breach.
Plectix, in its sole discretion, may terminate this Agreement, your password, account or use of the Services, and delete your Contributions, along with your account and any information available as part of your account, if within ninety (90) days from the expiration of the term of the services for which you subscribed you do not subscribe to other services offered by Plectix or otherwise access those portions of the Site accessible only to Registered Users.
Upon termination, all licenses and use of the Services granted herein automatically expire and you will have no further right to use the Services.
All provisions of this Agreement relating to proprietary rights, disclaimers, limitation of liability, indemnification and payment, and any obligations which either expressly or by their nature are to continue after the termination of this Agreement shall survive and remain in effect.
-
9. Indemnification.
You agree to defend, indemnify and hold harmless Plectix and its licensors, their respective affiliates, subsidiaries and related companies and their respective employees, officers, directors, agents and representatives, from and against any and all claims, actions, demands, damages, liabilities, losses, fees, expenses, penalties and costs (including reasonable attorneys’ fees and costs) arising from and/or in connection with (i) your breach of this Agreement; (ii) your acts or omissions in connection your use of the Site and/or the Services; and/or (iii) your Contributions.
-
10. Disclaimer of Warranties.
PLECTIX AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT OR THIRD-PARTY CONTRIBUTIONS OBTAINED FROM OR THROUGH THE SERVICES. PLECTIX AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PLECTIX AND ITS LICENSORS.
-
11. Limitation of Liability.
IN NO EVENT SHALL PLECTIX’S AND/OR ITS LICENSORS’ AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL PLECTIX AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OR THIRD-PARTY CONTRIBUTIONS OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF PLECTIX OR ITS LICENSORS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE LIABILITY OF PLECTIX AND/OR ITS LICENSORS WILL BE LIMITED TO THE FULLEST POSSIBLE EXTEND PERMITTED BY APPLICABLE LAW.
-
12. Export Control.
You may not access, download, use or export the Site, or the Content provided on the Site, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the Services in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, you agree to obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the Services outside the United States.
-
13. Notices.
All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to be delivered when received by certified mail, postage prepaid, return receipt requested, or when sent by e-mail upon electronic confirmation thereof. Notices to Plectix must be sent to: . Notice to you will be sent to your address or e-mail address on record as provided by you during the online registration process. Either party may change its address or e-mail for purposes of this section by giving notice as provided hereunder.
-
14. Modification to Terms.
Plectix reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Services. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute your consent to such changes.
-
15. Miscellaneous.
This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws principles. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement and/or its subject matter shall be an appropriate state or federal court located in the Commonwealth of Massachusetts. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, (i) the remaining terms and provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and (ii) the invalid term or provision shall be replaced by such valid term or provision as comes closest to the intention underlying the invalid term or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Any changes to this Agreement must be made in writing, signed by an authorized representative of Plectix to be binding on Plectix. No joint venture, partnership, employment, or agency relationship exists between you and Plectix as a result of this Agreement or use of the Services. The failure of Plectix to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Plectix in writing. This Agreement, including any and all materials incorporated herein by reference, such as any terms and conditions applicable to the specific services and/products offered by Plectix to which you subscribe and/or purchase from time to time, comprises the entire agreement between you and Plectix with respect to the Services and your use of the Site. Plectix may assign this Agreement, in whole or in part, without your consent. You may not assign this Agreement without the prior written approval of Plectix. Any purported assignment in violation of this provision shall be void.
