Collectively, the terms below are referred to as the
"Agreement."
READ THE FOLLOWING TERMS AND
CONDITIONS CAREFULLY BEFORE USING THIS SITE. BY USING OR ACCESSING THIS SITE,
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE ("AGREEMENT"),
AND THAT YOU ACCEPT AND WILL BE BOUND BY THE AGREEMENT.
License. Subject to
the terms and conditions of this Agreement, and until termination of the
Agreement, Hitachi Software Engineering America, Ltd.(“HISAL”) grants you a
non-exclusive, non-transferable, limited license to view or print the Content
in this Site without alterations, for personal, non-commercial use only. This
limited license does not apply to any media or platform other than that of the
current Site.
Ownership. All Content
on the Site is (and shall continue to be) owned exclusively by HISAL or Other
Providers, and is protected under applicable copyrights, patents, trademarks,
trade dress, and/or other proprietary rights, and the copying, redistribution,
use or publication by you of any such Content or any part of the Site is
prohibited. Under no circumstances will you acquire any ownership rights or
other interest in any Content by or through your Site Use.
a. Prohibited Acts. Concerning your Site Use or any
Content, you agree not to:
(i) restrict or
inhibit any other user from using and enjoying the Site;
(ii) use any device, software or technique to
interfere with or attempt to interfere with the proper working of the Site;
(iii) post or transmit into or on the Site any
unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory,
obscene or otherwise objectionable or harmful Information of any kind;
(iv) post or transmit into or on the Site any
Information or software that contains a virus, bug, worm, trojan
horse or other harmful or disruptive element;
(v) publish, republish, perform, distribute,
assign, sublicense, sell, prepare derivative works, modify, lease, rent, copy,
reverse compile, reverse engineer, reverse assemble, transmit, display,
decompile, translate, or use the Content (other than as expressly permitted in
sections 3 and 6(d));
(vi) post or transmit into or on the Site any
Information in violation of another party's copyright or intellectual property
rights, including Information that infringes on another's rights;
(vii) take any action which imposes an
unreasonable or disproportionately large load on HISAL's
infrastructure, as determined solely by HISAL;
(viii) redeliver any of the Content using
"framing", hyperlinks, or other technology without HISAL’s express written permission; or,
(ix) use any device or technology to provide
repeated automated attempts to access password-protected portions of the Site;
or,
(x) use the Site in a
way that harms others as decided solely by HISAL.
b. Commercial Exploitation. You agree not to reproduce or
commercially exploit any Content in any form, other than as expressly provided
in sections 3 and 6(d).
c. Right to Regulate. You
acknowledge that HISAL has the right, but no obligation, to monitor the Site
and to disclose any Information necessary to operate the Site, to protect HISAL
its licensors, and customers, and to comply with legal obligations or
governmental requests. HISALreserves the right to refuse to post, to remove any Information on the
Site, or disallow access or continued access to any person or entity in whole
or in part, for any reason.
d. Law Compliance. You agree to comply with all
governmental laws, statutes, ordinances, and regulations (including unfair
competition, anti-discrimination or false advertising) regarding your Site Use.
Password-Protected Areas. If you are allowed
access to password-protected areas of the Site, you agree to keep your password
confidential, to send Notice to HISAL within 24 hours if your password is
compromised.
Unauthorized E-mail. Relating to your Site Use,
you agree not to engage in the sending of any mass e-mail messages (also known
as "spamming") to HISAL or its employees.
Linked-Sites. You acknowledge that HISAL
neither endorses nor is affiliated with any Linked-Site and is not responsible
for any information (including any materials, software, content, or data) that
appears on the Linked-Site. No information in any Linked-Site has been
investigated, confirmed, approved, or verified by HISAL. You also acknowledge
that the owner of the Linked-Site neither endorses nor is affiliated with
HISAL. If you have a dispute or claim
relating to a Linked-Site, you release HISAL from any and all such claims.
Dated Materials. You acknowledge that HISAL has
no obligation to update the Site, and that there is a possibility that Content
may be out of date.
External Issues. You acknowledge that (i) the internet is a network of computers worldwide, and
that any Information submitted by you to HISAL necessarily is routed via third
party computers to HISAL, (ii) HISAL is not responsible for lapses in online
security and does not assume liability for improper use of your Information by
a third party.
When applicable, before submitting
any Information to this Site, you agree to always check your license agreements
(including software licenses) to make sure that you do not infringe the
intellectual property rights of others.
By submitting any Information to
HISAL, you represent and warrant that you have the authority to grant rights to
HISAL a nonexclusive, worldwide, perpetual, royalty-free license to (in any
media now known or not currently known or invented) link to, utilize, use,
copy, reproduce, distribute, adapt, perform, display, sublicense (through
multiple tiers), exploit, and prepare derivative works of the submitted
Information. HISAL will not release any
information provided by you unless you grant HISAL the right to release such
information.
HISAL agrees to use your personal information in
accordance with its Privacy Policy applicable to personally identifiable user
data.
YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER
INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY INFORMATION YOU SUBMIT TO HISAL.
Geographic Scope.
HISAL reserves the right to limit the provision of any product or service to
any person, geographic area or jurisdiction as it so desires, or as required by
law.
Content changes.
HISAL in its sole discretion may add, delete or change the Content at any time,
without notice to you.
Indemnity. You
agree to indemnify, defend and hold harmless HISAL and Other Providers against
any and all liabilities, claims, damages, costs or other expenses (including
attorneys' fees, costs, expenses, and expert witness fees) that arise directly
or indirectly out of or from (i) your breach of this
Agreement, or (ii) your Site Use.
Government Use. The
software and documentation available on the Site are "commercial
items," as that term is defined in 48 C.F.R. 2.101 (October 1995),
consisting of "commercial computer software" and related documentation,
as such terms are used in 48 C.F.R. 12.212 (September 1995). Consistent with 48
C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all
Export Compliance. You
acknowledge and agree to comply with all
DISCLAIMER OF WARRANTY.
HISAL AND OTHER CONTENT PROVIDERS MAKE NO REPRESENTATION ABOUT THE SUITABILITY
OF THE CONTENT HEREON. THIS SITE, AND ACCESS TO ANY LINKED-SITE, IS PROVIDED TO
YOU BY ALL CONTENT PROVIDERS "AS IS" AND "AS AVAILABLE",
WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. YOU HEREBY
WAIVE ALL WARRANTIES BY HISAL RELATING TO YOUR SITE USE. YOU ACKNOWLEDGE THAT YOUR
ACCESS TO THE SITE WILL NOT BE FREE OF INTERRUPTIONS, THAT THE INFORMATION
HEREIN MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS, AND THAT THE
SITE MAY BE UNAVAILABLE FROM TIME TO TIME. YOU ASSUME TOTAL RESPONSIBILITY AND
RISK FOR YOUR SITE USE AND SITE-RELATED SERVICES.
LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES WILL HISAL OR ANY OF THE CONTENT PROVIDERS BE LIABLE OR
RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING
DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL,
EXEMPLARY, PUNITIVE OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR
IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH
THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE. You may have
additional rights under certain laws (including consumer laws) which do not
allow the exclusion of implied warranties, or the exclusion or limitation of
certain damages. If these laws apply to you, the exclusions or limitations in
this Agreement that directly conflict with such laws may not apply to you.
Should you desire to contact HISAL you may do so at:
Hitachi Software Engineering America, Ltd., 601 Gateway Blvd., Suite 100, South
San Francisco, CA 94080 Phone: (650) 615-7600. E-mail: smartnote@miraibio.com
Transaction Location, Governing
Law, Jurisdiction, & Venue. This Agreement shall be treated
as though it were executed and performed in South San Francisco, California,
and shall be governed by and construed in accordance with the laws of the
United States of America and of the State of California (exclusive of conflicts
of law rules). The language in this Agreement shall be interpreted as to its
fair meaning and not strictly for or against any party. Each party to this
Agreement hereby submits to the exclusive jurisdiction of the state and federal
courts sitting in the
Disputes & Attorneys' Fees. In
any action to enforce this Agreement, the prevailing party will be entitled to
its costs, attorneys' fees, and expenses (including expert witness fees). You
acknowledge that any breach by you of the provisions of the Agreement will
cause irreparable damage to HISAL or Other Providers and that a remedy at law
will be inadequate. Therefore, in addition to any and all other legal or
equitable remedies, HISAL and Other Providers will be entitled to injunctive
relief for any breach of this Agreement.
Severability. In
the event that any of the provisions of this Agreement shall be held by a court
or other tribunal of competent jurisdiction to be unenforceable, such
provisions shall be limited or eliminated to the minimum extent necessary so
that this Agreement shall otherwise remain in full force and effect and
enforceable.
Complete Integration.
This Agreement constitutes the entire and only agreement between you and HISAL
pertaining to the subject matter hereof, and is intended to be a complete and
absolute integration of the agreement between the parties. Concerning the
subject matter hereof, any and all prior written agreements, representations,
understandings, and warranties (collectively, "Understandings"), and
all contemporaneous or prior oral Understandings between the parties are
expressly superseded, cancelled, and replaced by this Agreement. You agree to
review this Agreement prior to any Site Use, and each Site Use by you shall
constitute and be deemed your unconditional acceptance of this Agreement. The
Parties agree that this Agreement and all Information relating to your Site Use
are properly authenticated documents and may be given full evidentiary weight
if submitted in evidence by you or HISAL.
Modifications.
This Agreement may only be modified by HISAL, by posting a Revised Agreement on
the Site. The Revised Agreement shall be effective immediately for all of your
subsequent Site Use. You agree to review the Agreement periodically to be aware
of the terms and conditions applicable to future Site Use.
Limitations Period.
Any cause of action by either party must be instituted within one (1) year
after the Site Use relating to such cause of action, or be forever waived and
barred.
Termination.
The Agreement may be terminated by either Party, in its sole and absolute
discretion, at any time and for any reason (with or without cause), with or
without notice. If the Agreement is terminated, you agree to cease all Site Use
and, upon request by HISAL, to return all Information in your possession
relating to the Site, and all copies thereof.
Survival of Certain Provisions.
The provisions of the sections titled "License Grant & Exclusive
Ownership by Hitachi" (sub-section "b." only),
"Restrictions on Use", "Warranty and Disclaimer",
"Limited Applicability, Cooperation & Indemnity", "Your Site
Use Activities", "Submissions of Information by You",
"Miscellaneous" (only sub-sections "Transaction Location, Governing
Law, Jurisdiction & Venue", "Disputes & Attorneys'
Fees", "Severability", "Limitations Period", and
"Termination") shall survive the expiration or termination of this
Agreement. No expiration or termination of this Agreement shall release you
from any obligation to pay HISAL any amount that has accrued and become payable
at or prior to the date of expiration or termination.
Assignment; Transfer.
You shall not assign or transfer any interest in this Agreement, whether by
merger, consolidation, operation of law, or otherwise without the prior written
consent of an authorized executive officer of HISAL.
Waiver. No delay
or omission to exercise any right or remedy accruing to HISAL upon any breach
or default by you shall impair that right or remedy, or be construed to be a
waiver of any breach or default, unless contained in an express writing
executed by an authorized officer of HISAL.
Headings. All
article or section headings, or exhibit names, are for reference and
convenience only and shall not be considered in the interpretation of the
Agreement.
No Agency. You and
HISAL are independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created
by this Agreement.
Conflicts. If this
Agreement conflicts with a provision of any other contract between you and
HISAL relating to the Site, the provision in such other Agreement shall govern.
The following terms, when used in this Agreement, shall
have the following meanings.
"Agreement".
The term "Agreement" means this Terms of Use contract, including each
and every term and condition of the Terms of Use.
"Content".
The term "Content" means all Information, data, or other material, in
any form or media, contained in, obtained from, or relating to the Site,
including all results obtained from the Site.
"Content Providers".
The term "Content Providers" means both HISAL and Other Providers.
"Including",
"includes", "include". The
phrases "including", "includes", and "include",
wherever used in the Agreement, means "including, but not limited
to".
"Information".
The phrase "Information" includes all data, information, documents,
files, personally-identifying information, and software disclosed by one party
to the other in connection with the Site or your Site Use.
"Linked-Site". A
"Linked-Site" means any internet site (including all information,
data, and content thereon) that is linked to the Site, but not owned by HISAL.
"Notice".
The phrase "Notice" refers to the sending of Information by you to HISAL
via certified mail, return receipt requested, to Hitachi Software Engineering
America, Ltd. at: Hitachi Software Engineering America, Ltd. ATTN: President:
1201 Gateway Blvd., Suite 100, South San Francisco, CA 94080. Any such notice
shall be deemed given 48 hours after such Notice is sent.
"Other Providers".
The terms "Other Providers" means HISAL's
direct or indirect licensors or other contributors to the Site (other than
HISAL).
"Parties".
The term "Parties" refers to HISAL and you, collectively.
"Privacy Policy".
The phrase "Privacy Policy" refers to HISAL's
official published privacy policy, if any, describing HISAL's
intended uses of your personally identifiable Information.
"Revised Agreement". If
the Agreement is modified in accordance with the section titled
"Modifications", for convenience in distinguishing the original
Agreement from the modified Agreement, the modified Agreement may be referred
to as the "Revised Agreement".
"Site".
The term "Site" means any HISAL internet site, page (and all
sub-pages), uniform resource locator ("URL"), domain location, and
all Information and Content thereon.
"Site Use".
The term "Site Use" means your use of or access to the Site (or any
Content thereon), as well as any other activities in which you engage relating
to the Site.