AgenaCx.com Website Use Terms of Agreement
“Assays” mean those certain assays, and information related thereto, pertaining to nucleic acid or other biological molecule analysis that are included in the Website.
“Authorized User” means an employee or student, as applicable, working under the direction of a Customer who has a need to access the Website as a part of such employee’s (or student’s) duties for Customer.
“Database” means: (i) an Assay database; (ii) the information contained therein, including, without limitation, the Assays; and (iii) any associated software made available via the Internet or otherwise by Agena Bioscience for use by Customer or its Authorized Users under the terms of this Agreement, each of which may be modified from time to time by Agena Bioscience in its sole discretion to, among other things, add or delete data or other information.
“Intellectual Property Rights” collectively means any and all patents (including all reissues, extensions, confirmations, registrations, reexaminations and inventor’s certificates), patent applications (including all substitutions, continuations, continuations-in-part and divisionals), business processes, copyrights, data rights, trademarks, trade names, service marks, service names, trade secrets, mask works, moral rights, know-how or any other similar right arising or enforceable under the laws of any country or international treaty regime.
“Query Information” means the data or other information entered by an Authorized User into the Website.
“Website” means the Agena Bioscience AgenaCx.com Website, which includes the Database and which may include consumable or other product and service purchase features, Discussion Boards, and such other features as Agena Bioscience may add from time to time in its sole discretion.
Eligibility. You have the right to access the information contained on this Website and in the Database only if: (i) you are an Authorized User of a corporation, university or other entity that has previously executed an Agena Bioscience Website Access Agreement; and (ii) you agree to be bound by the terms and conditions set forth herein.
Use of Information; Confidentiality. Any data or other information you access in the Website may be used solely for the benefit of Customer for Customer’s research and/or commercial purposes, excluding human diagnostic use and excluding uses requiring CLIA (Clinical Laboratory Improvement Amendments, 1988) registration or licensure. Agena Bioscience shall treat any such data or other information, as well as any printed or written manifestation thereof, as the confidential information of Customer (the "Confidential Information") and Agena Bioscience hereby agrees to protect and hold in confidence and not disclose to any third party (except as otherwise permitted under this agreement) any and all such Confidential Information and shall treat such Confidential Information with at least the same degree of care that it treats its own confidential information.
Discussion Board. This Website also includes a discussion board (the "Discussion Board") which you may use and access solely for the purpose of exchanging information regarding nucleic acid or other biological molecule analysis. You acknowledge and agree that the Discussion Board is solely a platform tool designed to allow for communication between users of this Website, and that Agena Bioscience shall have no liability to you or any third party based on data or other information or content of any kind that appears on the Discussion Board or that is entered into the Website by you or any third party, including without limitation, any data or information that (i) infringes, violates or misappropriates any intellectual property rights, (ii) violates any publicity or privacy rights, (iii) violates any law or regulation, (iv) is defamatory, offensive or otherwise illegal or harmful to minors or obscene; (v) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (vi) is materially false or misleading (each of the foregoing collectively, the "Content").
Restrictions. You agree not to make any attempt to: (i) download, reproduce, copy, alter, adapt, modify, improve, translate, create derivative works from, reverse engineer, disassemble, decompile or otherwise attempt to reveal the technology or software code (in either source code or object code form) underlying this Website; (ii) interfere in any manner with the hosting of this Website; (iii) sublicense, resell, sublease or transfer any of your rights under this Agreement, or otherwise use this Website for the benefit of a third party or to operate a service bureau; or (iv) develop a product that is similar to this Website. You further agree not to provide Query Information that: (i) infringes or violates any intellectual property rights; (ii) misappropriates any trade secret or other confidential information; (iii) violates any publicity or privacy rights; (iv) violates any law or regulation; (v) is defamatory, offensive or otherwise illegal or harmful to minors or obscene; (vi) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (vii) is materially false or misleading.
Intellectual Property Rights. Agena Bioscience or its licensors retain and are the sole and exclusive owners of all worldwide right, title and interest in and to this Website and its included software. No right or license under any Intellectual Property Rights of Agena Bioscience is granted hereunder or pursuant to the Website whether by estoppel, implication, or otherwise.
Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ANY AND ALL INFORMATION YOU ACCESS OR RECEIVE FROM AGENA BIOSCIENCE HEREUNDER IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. AGENA BIOSCIENCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NON-INFRINGEMENT, RELATED TO THIS WEBSITE, ITS PERFORMANCE, ANY GOODS PRODUCTS OR SERVICE YOU PURCHASE VIA THE WEBSITE, EXCEPT AS MAY OTHERWISE EXPRESSLY BE PROVIDED FOR IN A SEPARATE WRITING BY AGENA BIOSCIENCE WITH RESPECT TO A SPECIFIC GOOD, PRODUCT OR SERVICE, OR INFORMATION YOU ACCESS OR RECEIVE FROM AGENA BIOSCIENCE. AGENA BIOSCIENCE DOES NOT WARRANT THAT USE OF THIS WEBSITE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE. TO THE EXTENT AGENA BIOSCIENCE MAY NOT AS A MATTER OF LAW DISCLAIM ANY WARRANTY, THE PARTIES AGREE THAT THE SCOPE AND DURATION OF ANY SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
Limitation of Liability. YOUR USE OF ANY INFORMATION, GOODS, OR PRODUCTS YOU ACCESS OR RECEIVE HEREUNDER IS ENTIRELY AT YOUR OWN RISK. AGENA BIOSCIENCE WILL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR LOSSES YOU MAY INCUR IN CONNECTION WITH YOUR USE THEREOF, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF AGENA BIOSCIENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. SOME STATES MAY NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO THEY MAY NOT APPLY TO YOU.
Indemnification. You agree to defend, indemnify and hold harmless Agena Bioscience, its employees, directors, agents and licensors, from and against all suits, proceedings, losses, liabilities, and expenses, including, without limitation, reasonable attorneys’ fees, which arise out of or relate to your breach of any term or condition of these TOU or any use of any information, goods, or products accessed or provided to you hereunder or for any Content placed on the Discussion Board or the consequences of such Content placement.
Delivery Method and Shipment Time. Goods are typically shipped by nationally recognized courier services (such as FEDEX or UPS) and/or the United States Postal Service. Goods are typically shipped within one week from the order date, although in some cases up to 30 days, subject to backorders.
Inspection and Returns. Upon your receipt of goods shipped to you pursuant to your order placed through the Website, you shall inspect the goods and notify our Customer Support Department within 5 business days of any claims for shortages, defects or damages. If you fail to so notify us within 5 business days after you receive the goods, the goods shall conclusively be deemed to be acceptable and to have been irrevocably accepted by you. Goods may be returned to Agena Bioscience in exchange for credit or repair only, and only following written authorization from Agena Bioscience’s Customer Support Department. Cash refunds are not provided. Customer Support may be contacted at 1-800-4Genome. This inspection and return policy only applies to orders placed through the Website.
When you register with Agena Bioscience via this Website, you will be asked to provide basic contact information (e.g., name, organization, address, phone number, e-mail address, fax number, and so on). On this Website, for example, we may collect and retain contact and other information from you in a number of ways, such as when you place an order, request e-mail updates or other information, complete customer surveys, submit a feedback or contact form, or provide a resume.
This Website collects various information from you in the course of your navigation of the Website, such as the URL of the site you just came from, the browser version you use, your Internet Protocol (IP) address, IP ports, date/time, size of data transferred, pages you visit, and other “clickstream” data. We are typically not able to relate such data to you as an individual if you merely browse our Website and do not disclose your identity to us, e.g., in connection with a registration. Agena Bioscience also uses "cookies" to enhance your Website visit. A “cookie” is information either temporarily or permanently stored in a file on your computer. You can set your internet browser to reject cookies (refer to your internet browser instructions if you wish to do so), but that may limit your use of some convenience features at this Website.
Use of Web Beacons: Our web pages or e-mail messages may contain a small graphic image called a web beacon, which is sometimes also called a "clear gif", that allows us to monitor and collect certain limited information about our users, such as the type of browser requesting the web beacon, the IP address of the computer that the web beacon is sent to and the time the web beacon was viewed. Web beacons can be very small and invisible to the user, but, in general, any electronic image viewed as part of a web page or e-mail, including HTML based content, can act as a web beacon. Agena Bioscience may use web beacons to count visitors to our web pages or to monitor how our users navigate our Website, and we may include web beacons in e-mail messages in order to count how many messages we sent were actually opened or acted upon. Company uses web beacons to compile aggregate statistics about our Website and our marketing campaigns.
Agena Bioscience uses information collected by clickstream data collection and cookies to store your preferences, improve Website navigation, make personalized features and other services available to you, compile and analyze aggregate statistics and trends, and otherwise help administer and improve the Website. Where you provide registration information, cookies can also be used to identify you when you log onto the Website or portions of the Website.
Except as otherwise set forth, Agena Bioscience may use information it collects from you and others to respond to your request, improve the content, services, and products that Agena Bioscience provides, customize this Website to your preferences, communicate information to you (where you have not expressed a preference otherwise), for our marketing and research analysis, and for other purposes identified to you. Some marketing and research analysis is conducted by third parties providing data collection and analysis services under contract with Agena Bioscience, utilizing anonymous data collected from cookies. As noted above, you can reject such cookies by following your browser’s instructions. Agena Bioscience reserves the right to make full use of information that is not in personally identifiable form. .
From time to time, Agena Bioscience uses contact information obtained via this Website to send e-mail and postal mail supplying customers with the most recent product and service information. If you order products or services via our Website, Agena Bioscience may contact you by e-mail to send you information about your order (e.g., order confirmations, shipment notifications, etc.). Agena Bioscience may also contact Website visitors via e-mail regarding their account status and about changes to any relevant agreements or policies.
Because no system is 100% secure or error-free despite taking commercially reasonable steps, Agena Bioscience and its affiliates do not promise, and you should not expect, that information you provide to Agena Bioscience shall remain private under all circumstances. It is your responsibility to safeguard any passwords, ID numbers, or other special access features associated with your use of the Website.
If you do not wish to receive certain communications from Agena Bioscience, or our affiliates or representatives, you may opt out by: (1) declining the service offered when registering or at other information collection points on the Website, or (2) informing us that you no longer wish to receive such communications. We will comply with such requests unless such communications are required by law or do not require your consent under applicable laws. If you would like to opt-out of receiving communications from affiliates or other third parties with whom we shared data in accordance with this policy, please contact such third parties directly.
You may at any time request access to a summary of your personal information held by Agena Bioscience, and request corrections or updates to that information. Agena Bioscience will make reasonable efforts to respond promptly to such requests, but reserves the right to limit such requests to once per year per Customer. Further, our response to such requests may be limited to information under our direct control.
This Website may contain links to the web sites of other organizations. Agena Bioscience is not responsible for the privacy practices or the content of other web sites, and unless otherwise specified, does not imply any relationship, sponsorship, or affiliation between Agena Bioscience and these linked sites, or adoption or approval of the content of such sites.
General. These TOU shall, for all purposes, be construed, governed by and enforced solely and exclusively in accordance with the laws of the State of California, USA, without giving effect to its conflict of law provisions or your actual state of residence. If any provision of these TOU is held to be invalid or unenforceable, such provision shall be amended so that it is enforceable to the maximum extent allowed under applicable law and the remaining provisions shall be enforced. Agena Bioscience’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These TOU and the applicable Agena Bioscience Website Access Agreement constitute the entire and final agreement between you and Agena Bioscience with respect to subject matter hereof and replaces any and all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter.