(ACADEMIC USER)
This Agreement is a legal agreement regarding the access and use of the PROBE2GO Data for non-commercial purposes between you (“Licensee”) and the Ottawa Health Research Institute (“OHRI”). By clicking on the “I AGREE” button and accessing the PROBE2GO Database and/or copying or downloading portions of the PROBE2GODatabase, you agree to be bound by the terms of this Agreement.
OHRI maintains a gene ontology annotation database (the “PROBE2GO Database”), a data set containing gene ontology annotation data for a selection of probe sets produced by Affymetrix, Inc. using data deposited in public databases, and mechanisms to query that data and to facilitate the scientific analysis of that data (the “PROBE2GO Data”).
Once you have agreed to the terms below, you will be redirected to another page from where you can access the PROBE2GO Data.
1. GRANT OF RIGHTS
(a) Subject to the terms and conditions of this Agreement, OHRI hereby grants to Licensee and Licensee accepts, a limited, non-exclusive, personal and non-transferable right to access the PROBE2GO Database, and download and use the PROBE2GO Data, solely for lawful internal purposes, and not for any commercial or unlawful purposes. Licensee agrees not to sell the PROBE2GO Data or distribute the PROBE2GO Data online or in any other manner.
(b) The Licensee may access the PROBE2GO Database, submit database queries, and save the results of those queries.
(c) The PROBE2GO Database and PROBE2GO Data is provided on an "as-is, where-is" basis, and as such Licensee accepts all responsibility and risk in connection with its use, including all costs of support, integration or other costs associated with the use of the PROBE2GO Database or PROBE2GO Data for any purpose. Further, OHRI shall have no obligation to provide customer support for the PROBE2GO Database or the PROBE2GO Data.
2. NO TRANSFER OF OTHER RIGHTS
(a) The PROBE2GO Database and PROBE2GO Data are protected by copyright and other intellectual property or proprietary rights of OHRI or its licensors. Except for the rights expressly granted hereby, Licensee shall not acquire any right, title or interest in and to the PROBE2GO Database or the PROBE2GO Data. Licensee may not copy, adapt, modify, translate, transmit, sell, distribute, or otherwise use the PROBE2GO Database or the PROBE2GO Data, except as may be expressly provided herein. Licensee acknowledges that the PROBE2GO Database and the PROBE2GO Data has been maintained by OHRI at considerable expense of time and money, such that misappropriation or unauthorized use would unfairly and irreparably harm OHRI. Licensee shall not commit or permit any act or omission that would impair OHRI’s rights in the PROBE2GO Database or the PROBE2GO Data.
3. TERM
(a) The initial term of this Agreement will begin on the Effective Date and terminates automatically upon any breach by the Licensee, or at any other time that OHRI may elect, or in the event that the OHRI no longer makes the Database available.
4. TERMINATION
(a) OHRI may terminate this Agreement if Licensee commits a material breach of this Agreement and such breach is not cured within thirty (30) days of receipt of a written notice of such breach. Upon termination of this AGREEMENT, Licensee will immediately destroy or return to OHRI all PROBE2GO Data or data derived therefrom in his, her or its possession.
5. DISCLAIMER AND INDEMNITY
(a) THE PROBE2GO DATABASE AND THE PROBE2GO DATA PROVIDED HEREUNDER IS PROVIDED “AS-IS”. OHRI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITH RESPECT TO ACCURACY, QUALITY, RELIABILITY, COMPLETENESS, SUITABILITY, NON-INFRINGEMENT, TITLE, AND LEGALITY, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS, INCLUDING WITHOUT LIMITATION ALL IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
(b) Licensee will indemnify, defend and hold harmless OHRI, its affiliates, officers, directors, employees, consultants and agents from and against any and all third party claims, demands, liability, expenses, damages, settlements or costs (including, but not limited to, legal fees) arising from (i) Licensee’s breach of any provision of this Agreement; or (ii) any claim arising from Licensee’s use of the PROBE2GO Database or the PROBE2GO Data.
6. EXCLUSION OF LIABILITY
(a) IN NO EVENT WILL OHRI BE LIABLE TO LICENSEE FOR ANY DAMAGES WHATSOEVER FOR ANY REASON, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. DISCLAIMER
(a) Use of the PROBE2GO Database over the world wide web is free for all users.
8. GENERAL
(a)Assignment. Licensee may not assign this Agreement, in whole or in part, without the OHRI’s prior written consent. Any attempt to assign this Agreement other than as permitted above will be null and void.
(b) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, excluding its conflicts of laws rules. Licensee hereby attorns to the exclusive jurisdiction of the Courts of the Province of Ontario. The parties hereby exclude the United Nations Convention on Contracts for the International Sale of Goods.
(c) No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture.
(d) Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages and governmental restrictions.
(e) Severability. In the event that any of the provisions of this Agreement are held to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.
(f) Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may be modified from time to time by OHRI without notice.
BY CLICKING ON THE “I AGREE” BUTTON BELOW, YOU ARE INDICATING THAT YOU ARE OF LEGAL AGE AND HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT PRESENTED ABOVE.
