Welcome to the Genscape, Inc. ("Genscape") Web site (the "Site") owned and operated by Genscape. This Agreement contains the terms, covenants, conditions and provisions (the "Terms and Conditions") upon which you (the "User") may access and use this Site.
Terms and Conditions
By visiting the Site, you, the User, indicate that you understand these Terms and Conditions and intend them to be the legal equivalent of a signed, written contract and equally binding, and that you accept such Terms and Conditions and agree to be legally bound by them without any limitation or qualification. If you do not agree to these Terms and Conditions, please discontinue your use of the Site.
Please note that Genscape reserves the right to change the Terms and Conditions under which this Site and its offerings are extended to you. Any such change shall be effective upon notice, which may be given by Genscape’s posting such change on the Site, by e-mail, or any other reasonable way. If a change is notified by a posting on the Site, it shall be deemed to take effect when posted; if a change is notified by e-mail, it shall be deemed to take effect when the e-mail is sent; and if a modification is notified in any other way, it shall be deemed to take effect when the relevant notice is sent or issued by or on behalf of Genscape. Your continued use of the Site following notice of such modifications will be conclusively deemed acceptance of any changes to these Terms and Conditions. You agree that notice of changes to these Terms and Conditions on the Site, delivered by email, or provided in any other reasonable way constitutes reasonable and sufficient notice.
1. Grant of License
These terms and conditions provide you, the User, with a personal, revocable, nonexclusive, nontransferable license to use this Site conditioned on your continued compliance with these Terms and Conditions. Users may print and download materials and information on this Site solely for personal and noncommercial use or, only to the extent permitted by an Other Agreement (defined below) for internal business use, provided that in all cases all hard copies contain all copyright and other applicable notices contained in such materials and information, and for the purpose of doing business with GENSCAPE. Notwithstanding the foregoing and except as otherwise expressly permitted herein, a User may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, scrape, mirror, frame, or otherwise use any information or material obtained from or through this Site.
As a further condition of use of this Site, all Users warrant to Genscape that they will not use this Site for any purpose that is unlawful, prohibited by any applicable regulation or is otherwise inconsistent with these Terms and Conditions. You further warrant that you will not attempt or actually systematically extract data contained in this Site to populate databases for internal or external use.
2. Provision of Information
When you provide information to Genscape through the Site, you agree to provide true, accurate, current and complete information about yourself. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, or conceal your identity from Genscape for any purpose.
3. Notices, Communications, and Electronic Signatures
You agree to be bound by any affirmance, assent or agreement you transmit through the Site. You agree that, when in the future you visit the Site, your agreement or consent to these Terms and
Conditions will be legally binding and enforceable and the legal equivalent of your handwritten signature.
4. Intellectual Property Rights
All material contained on this Site, unless otherwise indicated, is protected by law including, but not limited to, United States copyright and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Genscape does not grant any express or implied right(s) to Users of this Site. Copyright and other proprietary rights in the Site, or portions thereof, may be held by individuals and/or entities other than Genscape. Removing or altering the copyright notice on any material on this Site is prohibited.
Genscape, Inc., Genscape, the Genscape logo and all other trademarks, names, logos, and icons identifying Genscape or Genscape’s products and services are proprietary marks of Genscape and are registered and/or common law trademarks of Genscape, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Genscape. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Genscape and may not be copied, imitated or used, in whole or in part, without the prior written permission of Genscape. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Genscape.
6. Your Registration Information
You agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to Genscape, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Genscape.
7. Compliance with Applicable Laws
User's access to this Site is governed by all applicable federal, state and local laws. You agree to fully comply with all such laws.
8. Code of Conduct
You agree not to do any of the following:
- Restrict or inhibit any other user from using and enjoying the Site. This includes, without limitation: (a) using, or attempting to use, any account without the owner's permission, (b) obtaining or soliciting another person's password or other personal information under false pretenses, or (c) impersonating another user or otherwise misrepresenting yourself to Genscape, our affiliates, the Site's systems, or other entities.
- Interfere (or attempt to interfere) with the operation of the Site. This includes, without limitation: (a) interfering with, defeating, or circumventing any security function of the Site, or attempting to do so, or (b) accessing, or attempting to access, any portion of the Site that you are not authorized to access. Unauthorized access (or attempts) may subject you to civil and/or criminal penalties.
- Post, upload to, transmit, distribute, store, create or otherwise publish any knowingly inaccurate or misleading personal or financial information, reviews, recommendations, claims or content.
- Post, upload to, transmit, distribute, store, create or otherwise publish any unlawful, threatening, defamatory, obscene, inflammatory, pornographic, profane, or otherwise objectionable (as determined by Genscape) information or material.
- Post, upload to, transmit, distribute, store, create or otherwise publish any information or material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.
- Use the Site to Post, upload to, transmit, distribute, store, create or otherwise publish any information or software that contains a virus, worm, Trojan horse, or other harmful or disruptive component.
- Post, upload to, transmit, distribute, store, create or otherwise publish any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with you. You are solely responsible for determining whether any material you post, upload to, transmit, distribute, store, create or otherwise publish is subject to a third party's rights You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission.
- Use the Site for any unlawful purpose.
- Modify, adapt, sublicense, translate, resell, retransmit, reverse engineer, decompile or disassemble any portion of the Site.
- Impersonate any person or entity, or misrepresent any affiliation with another person, entity or association.
- Post, upload to, transmit, distribute, store, create or otherwise publish any advertising, promotion, or solicitation of goods or services for commercial purposes except in any areas of the Site specifically designated for such purpose (and subject to applicable Site rules).
- Misuse any e-mail function available on or through the Site. This includes, without limitation, (a) sending unsolicited commercial e-mail to any account that causes complaints from the recipients, (b) continuing to send commercial e-mail to a recipient if recipient has requested that you discontinue such communication, (c) sending bulk e-mails, "spam," chain letters, "mail bombs," or other disruptive transmissions, or (d) forging message headers or otherwise concealing an e-mail address or preventing others from responding to a message, or attempting to do so.
9. Use of Chat Rooms and Other Interactive Areas
The Site may contain discussion forums, bulletin boards, public or private groups, Directories (defined below), review services or other forums in which you or third parties may post reviews of, make recommendations for or give ratings of content, events, products, services or third party providers, or post other content, messages, materials or other items on the Site ("Interactive Areas"). If Genscape provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you expressly agree to comply with the Code of Conduct set forth above with respect to your use of the Interactive Areas. You acknowledge and agree that Genscape may set up any such forum to be accessible by all Site users or by certain Site users elected at the sole discretion of Genscape or any designee chosen by Genscape. Eligibility for access or membership in any given forum (or any continued access and membership) shall be determined by Genscape or its designee in its sole discretion, and you may not be given access to certain forums.
No review, recommendation or rating on the Site or in any Interactive Area shall be deemed to be an endorsement by Genscape of any the particular matter subject of the review, recommendation or, if such matter is a third party provider, a guarantee of such provider’s quality, competency, qualifications, experience, resources, character, honesty, integrity, responsiveness or other personal and professional characteristics.
Genscape takes no responsibility and assumes no liability for any content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Genscape liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter in any Interactive Area. As a provider of interactive services, Genscape is not liable for any statements, representations or content provided by its Users in any Directory (defined below), public forum, personal home page or other Interactive Area. Although Genscape has no obligation to screen, edit or monitor any of the content posted to or distributed through any Interactive Area, Genscape reserves the right, and has absolute discretion, to remove, screen or edit without notice any content posted or stored on the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any content you post or store on the Site at your sole cost and expense.
10. Assumption of Risk
Use of the Internet and this Site is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While Genscape has endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from this Site over the Internet cannot be guaranteed. Accordingly, Genscape and its employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns are not responsible for the security of any information transmitted via the Internet. The User assumes sole and complete risk for using this Site and must make his or her own determination as to these matters.
11. Law Enforcement
Genscape reserves the right to view, monitor, and record activity on the Site without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. Genscape will also comply with all court orders involving requests for such information.
12. Third Party Services; Links to Other Sites
The Site may contain or provide information regarding applications, products and/or services provided or offered by third parties. In this instance, Genscape is merely an information provider and is not a referral service, and it does not recommend or endorse any such third party applications, products and/or services or monitor or have any control over such third party applications, products and/or services. Therefore, Genscape makes no guarantee, representation or warranty of any kinds as to the quality, competency, value, reliability, responsiveness, accuracy or completeness of any such third party applications, products and/or services or the results obtained there from, and Genscape assumes no responsibility or liability for any third party applications, products and/or services or for the actions or failure to act of those providing such third party applications, products and/or services. You assume full responsibility for your use of any such third party applications, products and/or services Third-Party Services.
13. Events Beyond Genscape's Control
Users expressly absolve and release Genscape from any claim of harm resulting from a cause beyond Genscape's control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism, or governmental restrictions.
WHILE GENSCAPE ENDEAVORS TO PROVIDE ACCURATE AND TIMELY INFORMATION, THE INFORMATION AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MOREOVER, GENSCAPE MAY MAKE MODIFICATIONS AND/OR CHANGES IN THIS SITE OR IN THE INFORMATION AVAILABLE ON THIS SITE AT ANY TIME, FOR ANY REASON WITHOUT NOTICE.
YOU, THE USER, ASSUME THE SOLE RISK OF MAKING USE OF, AND/OR RELYING ON, THE INFORMATION AVAILABLE ON OR THROUGH THIS SITE. GENSCAPE MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY IN YOUR JURISDICTION, OR ACCURACY OF THE INFORMATION AVAILABLE ON OR THROUGH THIS SITE FOR ANY PURPOSE. SUCH INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
Genscape assumes no liability or responsibility for any errors or omissions on the Site; any failures, delays or interruptions in the Site’s accessibility; any losses or damages arising from the use of the Site; any conduct by other users of the Site; or unauthorized access to or use of the Site or servers.
Genscape reserves the right to deliver the Site in Genscape’s sole discretion. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GENSCAPE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.
You agree that you are responsible for your behavior in connection with the Site. Genscape shall not be liable for claims made against you or Genscape arising out of your use of the Site, and you agree to defend, indemnify, and hold harmless Genscape and its affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from your use of the Site or any breach by you of these Terms and Conditions. Genscape reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Genscape. You agree to cooperate as fully as reasonably required in GENSCAPE's defense of any claim.
Genscape also welcomes your feedback and suggestions about how to improve our products and services and this Site. Any ideas, suggestions, information, know-how, material, or any other content (collectively, "content") received through this Site, however, will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Genscape to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part) worldwide, or act on such content without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and User hereby waives any claim to the contrary. Genscape takes no responsibility for such content received through this site, nor does Genscape have any obligation to monitor such content. Genscape shall have the right, but not the obligation, to monitor any such content to determine compliance with these Terms and Conditions and to satisfy any law, regulation or authorized government request.
17. Digital Millennium Copyright Act
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Genscape reserves the right to remove any material on the Site which allegedly infringes another person's copyright. If you believe in good faith that materials hosted by Genscape infringe your copyright, you (or your agent) may send us a notice requesting that the materials be removed, or access to them blocked.
Such notice must meet statutory requirements imposed by the DMCA and must be in writing and include the following information in writing:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed. Please describe the work and, where possible, include a copy or the location (e.g., URL) of an authorized version of your work;
- A description of the material that you claim to be infringing, as well as its location on the Site;
- Your name, address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use of the materials is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.
Notices and counter-notices for the Site should be sent to: Matthew S. Kelman, Esq., 46 Southfield Avenue, Suite 400, Stamford, CT 06902.
We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be substantial penalties for false claims.
18. Governing Law
These Terms and Conditions are governed by and will be construed and enforced in accordance with the laws of the State of Kentucky as applied to agreements entered into and completely performed in the State of Kentucky. Any dispute, controversy or claim arising out of or relating to these Terms and Conditions, including any disputes relating to the content of the Site, whether sounding in contract, tort or otherwise, shall be finally resolved by arbitration. The arbitration shall be conducted by one arbitrator in English and in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The place of the arbitration shall be Louisville, Kentucky. The decision of the arbitrator shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing party) shall be paid as the arbitrator determines. The decision of the arbitrator may be entered by any court of competent jurisdiction. You agree to submit to the jurisdiction of the state and federal courts in Connecticut for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award. Notwithstanding the foregoing, Genscape may seek preliminary injunctive relief from a court of law in the event of a breach by you. This Site is controlled and operated by Genscape from its offices within the United States.
Genscape makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where any of the contents of this Site are illegal is prohibited. Those who choose to access this Site from other locations do so of their own volition and are responsible for compliance with applicable local laws.
Failure to insist on strict performance of any of these Terms and Conditions will not operate as a waiver of any subsequent default or failure of performance. No waiver by Genscape of any right under these Terms and Conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect.
No joint venture, partnership, employment, or agency relationship exists between a User and Genscape as a result of these Terms and Conditions or User's utilization of this Site.
22. Termination and Modification
Genscape reserves the right in its sole discretion to terminate, block or restrict your use of the Site or any portion thereof, for any or no reason, and without notice, obligation or liability to you or any other person. In addition, Genscape reserves the right in its sole discretion to terminate or modify any Site feature or offering, without notice, for any or no reason, and without notice, obligation or liability to you or any other person.
You may not, nor may you allow others to, directly or indirectly, attempt to or actually disrupt, impair or interfere with, alter or modify the Site or any content. You may not, nor may you allow others to, directly or indirectly, collect or attempt to collect any information about others.
24. Entire Agreement/Reservation of Rights