TECHNICAL DOCUMENTATION TERMS OF USE AGREEMENT
PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY.
This Web Site Terms of Use Agreement (the "Agreement") is between you (either an individual or a single entity) and Rosetta Inpharmatics LLC ("Rosetta"). Your use of the Rosetta Web site area known as "Rosettabio.com/resources/materials/resolvertechdocs" (the “Web Site”) is conditioned on your acceptance of the terms and conditions contained in this Agreement. You will be requested at the end of this Agreement to indicate your acceptance of these terms and conditions. By clicking on the “I AGREE” button, you will have accepted and agreed to be bound by the terms and conditions of this Agreement, and you will also have confirmed that you have authority to agree to be so bound. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT OR DO NOT HAVE AUTHORITY TO SO AGREE, YOU MUST NAVIGATE AWAY FROM THIS PAGE.
1. License.
1.1 Use. Rosetta hereby grants you a nonexclusive, nontransferable license to access and use the Web Site internally via the Internet and to view and download a copy of the text and images expressly designated to you by Rosetta (the “Content”) solely for your non-commercial use (e.g., life science research, evaluating and obtaining information about our products and services, and learning more about Rosetta). You may use the Web Site only for the retrieval of the Content and shall comply with all applicable laws and regulations with respect to use of the Web Site and the Content hereunder. This license only grants to you the right to use the Web Site and Content; you do not acquire any right of ownership or title in them. All right, title and interest in and to the Web Site and Content will at all times remain the property of Rosetta.
1.2 Restrictions. Your right to use the Web Site and Content is personal to you. You may not: (i) use, copy or disclose the Web Site or the Content except as permitted by this Agreement; (ii) use the Web Site or the Content for time-sharing, rental or service bureau purposes or to provide services to anyone or in connection with any diagnostic product or service; (iii) sell, sublicense, resell, or otherwise transfer your right to use the Web Site or the Content; (iv) modify, reverse engineer, decompile or disassemble any part or all of the Web Site or Content; or (v) create or attempt to create derivative works based on or of the Web Site or the Content, in whole or in part. Further, the Content may not be distributed, modified, reproduced, or used, in whole or in part, without the prior written consent of Rosetta, except that you may download Content to any single computer, provided you keep intact all copyright, trademark, and other proprietary notices and comply with any applicable end user license terms and conditions contained within the Web Site. Except as provided in this Agreement, any use of the Content on any other Web site or networked computer environment for any purpose is prohibited.
2. Accurate Information. By consenting to this Agreement, you represent and warrant that the information you have entered into the Web Site Registration Form for access to and use of the Web Site and the Content is complete and accurate.
3. Indemnification. You shall indemnify Rosetta, its directors, employees, agents and licensors/distributors (“Distributors”) against, and hold them harmless from, any and all lawsuits, claims, expenses (including reasonable attorneys’ fees), settlements, damages, judgments and the like arising from your use of the Web Site and/or the Content.
4. Injunctive Relief. You agree that, if you breach or threaten to breach this Agreement in any manner, Rosetta may suffer irreparable damage, money damages would be inadequate, and Rosetta would be entitled to preliminary and other injunctive relief by a court of competent jurisdiction against any such breach or threatened breach, without having to wait for you to cure a breach and without having to post a bond or other security. Such injunctive relief shall be in addition to, but not limited by, any and all other remedies Rosetta may have in law or equity or under this Agreement.
5. Warranties and Disclaimers of Warranties. ROSETTA AND ITS DISTRIBUTORS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE WEB SITE OR THE CONTENT, INCLUDING WITHOUT LIMITATION THE SUITABILITY OF THE CONTENT AND OTHER INFORMATION CONTAINED ON THIS WEB SITE FOR ANY PURPOSE. YOUR ACCESS TO AND USE OF THE WEB SITE, SUCH CONTENT AND OTHER INFORMATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ROSETTA AND/OR ITS DISTRIBUTORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE WEB SITE, CONTENT AND OTHER INFORMATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND AVAILABILITY. ROSETTA AND ITS DISTRIBUTORS DO NOT WARRANT THE ACCURACY OF THE CONTENT OR OTHER INFORMATION CONTAINED ON THE WEB SITE. FURTHER, ROSETTA DOES NOT WARRANT THAT: THE WEB SITE AND ITS CONTENT WILL MEET YOUR REQUIREMENTS; THE WEB SITE AND THE CONTENT, INCLUDING WITHOUT LIMITATION ITS OPERATION, OR THE SERVICES WILL BE ERROR-FREE; OR ALL DEFECTS WILL BE CORRECTED. ROSETTA ALSO DOES NOT WARRANT THAT THE WEB SITE AND THE CONTENT WILL FUNCTION PROPERLY IN COMBINATION WITH YOUR EQUIPMENT. ROSETTA DOES NOT WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
6. Limitation of Remedies and Limitation of Liabilities.
6.1 YOUR SOLE AND EXCLUSIVE REMEDY FROM YOUR INABILITY TO USE OR ACCESS THE WEB SITE OR THE CONTENT, DEFECTS IN THE WEB SITE, OR ANY OTHER MATTER ARISING FROM YOUR USE OF THE WEB SITE OR THE CONTENT SHALL BE THAT ROSETTA SHALL USE REASONABLE EFFORTS TO PROVIDE YOU WITH A COPY OF THE CONTENT IN AN ELECTRONIC FORMAT COMPATIBLE WITH ROSETTA’S THEN-GENERALLY AVAILABLE VERSION OF WORD OR A PAPER COPY OF THE CONTENT, AT ROSETTA’S SOLE DISCRETION. ROSETTA RESERVES THE RIGHT TO CHARGE A REASONABLE ADMINISTRATIVE FEE FOR DISTRIBUTION OF ANY PAPER COPIES OF THE CONTENT TO YOU.
6.2 ACTIONS OR INACTIONS OF THIRD PARTIES MAY RESULT IN SITUATIONS IN WHICH YOUR INTERNET CONNECTION, USE OF THE WEB SITE, THE CONTENT OR OTHER INFORMATION MAY BE IMPAIRED, DISRUPTED OR DAMAGED. ROSETTA DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE INTERNET AND SO DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH ACTIONS OR INACTIONS.
6.3 IN NO EVENT SHALL ROSETTA OR ITS DISTRIBUTORS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS RESULTING FROM BUSINESS DISRUPTION, LOSS OF DATA, LOST PROFITS, LOST GOODWILL, OR DAMAGE TO SYSTEMS OR DATA, WHETHER IN AN ACTION FOR CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ROSETTA OR ITS DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.4 THE OBLIGATIONS OF ROSETTA AND YOUR RIGHTS AND REMEDIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE GIVEN IN SUBSTITUTION FOR ALL OTHER WARRANTIES, OBLIGATIONS, AND LIABILITIES OF ROSETTA.
7. Term and Termination. This Agreement is effective immediately upon your agreement to the license terms for the Web Site and shall continue until the Web Site is deactivated or you breach any of terms of this Agreement. As Rosetta has no obligation to continue to provide you with the Content and the Web Site, Rosetta may deactivate the Web Site at any time without notice to you. All rights and obligations that should by their nature survive will survive any termination of this Agreement, including the terms of Sections 2, 3, 4, 5, 6.3, 6.4, 6, 7 and 8. Upon termination, you will make no further use of the Web Site and, if requested by Rosetta, you will promptly return to Rosetta all materials provided to you by Rosetta related to the Web Site.
8. General.
8.1 Assignment, Successors. No right or license under this Agreement may be assigned or transferred by you nor may any duty be delegated by you without Rosetta’s prior written consent. Any assignment, transfer or delegation in contradiction of this provision shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of you and Rosetta.
8.2 Waiver, Severability, Amendment. Waiver of a breach or right hereunder will not constitute a waiver of any other or subsequent breach or right. If any provision herein shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions herein will remain in full force and effect. This Agreement may be amended only in a document signed by authorized representatives of you and Rosetta.
8.3 Governing Law. This Agreement shall be governed by Washington State law excluding its conflicts of laws principles. Venue for any action between the parties shall be King County, State of Washington.
8.4 Compliance with Law. This Web Site is controlled and operated by Rosetta from its offices within the State of Washington, United States of America. Rosetta makes no representation that the Content is appropriate or available for use in other locations. Those who choose to access this Web Site from other locations do so on their own initiative and are responsible for compliance with local or national laws, if and to the extent local or national laws are applicable. The Content is further subject to United States export controls and, potentially, the import laws of your jurisdiction. No Content may be downloaded or otherwise exported or re-exported to any person or entity on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders or otherwise prohibited by United States export control laws. By downloading or otherwise using any Content in any manner whatsoever, you represent and warrant that you are not on any such list or located in, under the control of, or a national or resident of any such country.
8.5 Entire Agreement. Except as provided below, this Agreement constitutes the entire agreement between Rosetta and you pertaining to the subject matter hereof. Rosetta may, in its sole discretion, revise this Agreement from time-to-time. You will need to agree to this updated Agreement for continued use of the Web Site and the Content. Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular pages within this Web Site.
